Professional Documents
Culture Documents
Studds 2017 18
Studds 2017 18
STORY.
HOW WE BUILT THE LARGEST
HELMET MANUFACTURING
COMPANY OF THE WORLD.
01 001 021
Corporate Overview
Our Story. 002
About Studds Accessories Ltd. 004
Our Presence 006
Our Competitiveness 008
Our Product Portfolio 010
Chairman’s Message
Financial Performance
012
014
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Working with our R&D
Made to Excel:
016
www.studds.com
Our Manufacturing Capability 018
Putting Lives First:
Our Safety Promise 019
Team Pride:
Investing in our People 020
Corporate Information 021
02 022 040
Statutory Reports
Management Discussion and
Analysis (MDA) 022
Directors’ Report 026
03 041 148
Financial Statements
Standalone
Financial Statements 041
Consolidated
Financial Statements 097
Notice 149
Performance Highlights
Social
Financial Capital Human Capital Relationship Capital
3.16 x
Asset turnover Ratio for 2017-18
Manufacturing
Intellectual Capital Capital
H 1312.73 mn
Our brands CAPEX as on 31st March 2018
45+
Number of Trademarks
84.13 %
Capacity utilisation of Helmet
registered with regulatory
authorities in India and abroad
35 yrs 88 %
Capacity utilisation of Two
Experience of top management
with the Company wheeler Luggage
OUR
002 Studds Accessories limited
01 001-021
Corporate Overview 02 022-040
Statutory Reports 03 041-148
Financial Statements
STORY.
or a bright future, it’s also of sheer
resilience and commitment towards
making a true difference in the lives of
the people we create our products for,
and the ones we create them with. It
is a story of scaling great heights in a
highly competitive industry, by doing
what we do better than anyone else!
* In terms of total number of helmets sold in FY 2018 (source: F&S Industry report)
Presence in India
Innovation Excellence
16
New product launches in
21
No. of quality / safety tests done
last three years in-house (per helmet as per ECE
22.05 standard)
More than 35 years of expertise has enabled us to The helmets manufactured by us under Studds
gain a deep understanding of the requirements of and SMK brands combine both innovative designs
our customers and helped us in creating innovative along with strong focus on safety features and
designs with a focus on quality and combining rigorous quality control. Our helmets undergo
it with fit, comfort and sizing. With a blend of intensive testing at our in-house testing laboratory.
collaboration and technology, we have pioneered We have created a database of results from
with several new products that have helped us gain the testing of our helmets. This has helped us
customer confidence and helped us increase our to continuously improve the safety and design
market share. features of our helmets.
Adaptability Presence
~7
Different sizes are available
Over 360
Active dealer network across
in helmets India as on 31st March, 2018
Over the years, we have strengthened our market Our helmets are available in more than 30
understanding to leverage our experience to make countries* (Europe, North America, Asia, Latin
helmets for a diverse customer base. Our research America, Central America and Africa) across the
team works to understand fit, size, comfort, and globe and through 363 active dealers* in India. A
mix of fashion for the different consumer mindset growing market presence is largely attributed to our
across the country as well for exports. deep network presence through our dealers.
Motorcycle Accessories
As a company we are adapting to evolve as a one-stop solution for two wheeler
riders. As a step forward, we started manufacturing accessories including two-
wheeler lifestyle accessories such as two-wheeler luggage, gloves, helmet
security guards, rain suits and eye wear. Our products are manufactured using
high quality material. We manufacture some of the best motorcycle luggages
which are injection moulded in a combination of engineering plastics, fitted with
six lever tamper proof locking system.
825 to 25.66%
Different types of helmet
• Full-face helmet • Sporting helmets
2165
• Flip-up full face helmets • Industrial helmets
• Flip-off full face helmets • Off-road full face helmets
• Open face helmets
Price range for two- Market share of Studds
wheeler helmets under in Indian market in
brand Studds FY 2018*
2300 to 27.79%
9800 Market share of SMK in
premium two-wheeler
Price range for helmets helmet market in India in
under brand SMK FY 2018*
90.08% 9.92%
Products range
Future Plans
The company plans to enter into manufacturing and selling bicycle hel-
mets. These products would be destined for domestic and global market.
Bicycle helmets have a larger market share in advanced Economies and as
such we expect a bigger export market.
20.36% 16.84%
Adjusted Revenue* EBITDA margin in
increase in 2017-18 2017-18
2017-18 3277.26
2016-17 2722.71
2015-16 2568.02
CAGR
2014-15 1808.79
21.91%
Debt-Equity Ratio
2017-18 0.23
2016-17 0.06
2015-16 0.07
2014-15 0.15
2016-17 102.59
2015-16 75.57
2014-15 17.48
203.44 16.84
14.66
13.58
9.89
245.45 236.21
103.47
9.61
8.38
7.59
5.02
17.40
43.21
30.20 28.01
24.31
1808.79
431.28
348.39
219.89 231.1
15 16
Size of Design Number of new
team products launched
in past 3 years
42
Team Size of Tooling
and development team
Eldorado Thunder
7.50mn 1690.9
Expected increase in the Capital Expenditure
capacity for manufacturing required to set up the
helmets and two-wheelers two plants
accessories (in H million)
115+
Growth in number of
employees as compared
to previous year
318.82
Amount spent on
Employee Benefit Expenses
in FY 2018 (H in million)
Future Plans
CORPORATE INFORMATION
Directors Chief Financial Officer
Mr. Madhu Bhushan Khurana Mr. Manish Mehta
Chairman and Managing Director
DIN: 00172770
Company Secretary
Mr. Sidhartha Bhushan Khurana
Managing Director Kanika Bhutani
DIN: 00172788
Mr. Shanker Dev Choudhry
Independent Director Bankers
DIN: 07094705
HDFC Bank
Ms. Pallavi Saluja
Independent Director
DIN: 07006557 Auditors
Mr. Pankaj Duhan
M/s Rajan Chhabra & Co.
Independent Director
DIN: 08093989
The global economic upturn that began in the mid of 2016 The growth of Asian economy is mainly driven by fastest growing
has become stronger and broader. In 2017, the world growth economies of the region, i.e., China and India. During the year,
strengthened at 3.8% as against that of 3.2% in 2016. This commodity exporters experienced growth owing to firming of
happened with a remarkable recovery in global trade, revival of commodity prices. Emerging Asia grew with increase in profits,
investments in advanced economies, continued robust growth revival of confidence, and strong demand. Asian economy
in emerging Asia, notable upsurge in emerging Europe, and growth is expected to decline from 5.7% in 2017 to 5.6% in
recovery in several commodity exporters. World economy is 2018 mainly due to increasing debt levels in China, despite of a
expected to see a further uptick in growth rate to reach at 3.9% recovery in Indian economy and steady growth in other regions.
in 2018. This will be driven by strong momentum, improved (Source: ADB; UN)
market sentiments, accommodative financial conditions, and the
domestic as well as international consequences of expansionary Indian Economy Overview
fiscal policy adopted by United States. (Source: IMF)
India remains one of the drivers of world growth, in an improving
Real GDP growth (in%) global economic environment. According to data released by the
International Monetary Fund in April 2018, the world economy
5.7 5.6 5.6
6 grew by 3.2% and 3.8% in 2016 and 2017, respectively. Despite a
5
slowdown in the pace of growth, the Indian economy expanded by
3.8 3.9 3.9
7.1% and 6.7% in 2016 and 2017, respectively. This makes India one
4 3.7
of the fastest growing large economies in the world, along with China.
2.7 2.8
3
2.3
2
2 India’s growth rate is expected to increase due to strong private
1.3
consumption, the diminishing effects of demonetization and the
1
transition to GST. India’s growth is also expected to rise gradually
0 over the medium-term, with the continued implementation of
World Europe Latin America Asia
structural reforms that increase productivity and incentivise
2017 2018P 2019P
private sector investments. A broad-based recovery has occurred
Source: IMF over the last two quarters, led by the rural and urban segments for
the reasons aforestated as well as due to near-normal monsoon
Europe conditions and staggered pay revisions.
Despite strong economic activity in late 2017, the growth With recovery in activities, India’s real GDP growth rate is expected
momentum of Europe eased with moderate export growth and to average approximately 7.0 to 7.5% over the next five years. With
less accommodative policies. For commodity importers, strong inflation expected to remain around the medium-term target of
demand from Euro Area will drive the growth. The various 4.0%, India’s nominal GDP is likely to grow at an annual average rate
stimulus policies taken by European Central Bank (ECB) are of 11.0 to 11.5% over the next five years. Annual average population
expected to drive the Euro area towards improved financial growth is likely to remain steady at 1.3% over the next five years, in
conditions. In 2017, European economy grew at a rate of 3.7% line with the trend in Fiscals 2013 to 2018, which was lower than the
and it is expected to fall at 2.7% in 2018. This will mainly happen average growth of 1.6% recorded over 2001 to 2011. As a result,
with BREXIT nearing in 2019, and many Euro area countries like the per capita national disposable income is expected to rise by
Italy witnessing a crisis situation. (Source: World Bank; BBC) approximately 10% per year over the next five years
Latin America
GDP and GVA growth rate (in%)
9
During the year, Latin America experienced an upswing from 8 7.9
8 7.5
7.2 7.1
a negative growth of 0.6% in 2016 to positive growth of 6.6 6.7
7
6.1
1.3% in 2017. This happened as recession ended in various 6
countries such as Brazil, Argentina, and Ecuador. The key drivers 5
attributable to this growth are consumption and exports. 4
India is the largest two-wheeler market of the world. Two- The two-wheeler industry of India is expected to grow at a
wheelers are most popular vehicles in the Indian automobile faster rate than before. The industry is experiencing a growth
industry. With a market share of around 81% two-wheeler in number of riders, both male riders as well as female riders.
sector is a leader in Indian automobile industry. In India, there Growth in two-wheeler sector will be led by an increase in
are 11 motorcycle manufacturing companies and 7 scooter disposable income. With low interest rates and inflation under
manufacturing companies. (Source: IBEF; Financial Express) control the growth in two-wheelers sector is expected to be
consumption led for FY19. A growth is expected to be seen in
Production of two-wheelers in India increased by 16.08% from premium motorcycle segment and scooters in FY19. (Source:
1,99,39,739 units in 2016-17 to 2,31,47,057 units in 2017-18. SIAM report 2017-18, financial express)
During the year, sales of two-wheelers increased by 14.80% to
reach at 2,01,92,672 units , out of which motorcycles accounted
for sales of 1.26 crore units and sales of scooters stood at 67.19 Helmet Industry Overview
lakh units. Export of two-wheelers also witnessed an increase
A growth in two-wheelers helmet market is supported mainly by
from 23.40 lakh units in 2016-17 to 28.15 lakh units in 2017-18.
an increase in the sales of two-wheelers. There is also a very large
With continuous increase in total production the installed capacity replacement market for helmets in India as the consumer changes
of two-wheelers increased from 26.14 million units in 2015- his or her helmet after 3 to 5 years of use. However, expensive
16 to 27.56 million units in 2016-17. During the year, scooters helmets are replaced after 6 to 7 years of usage. This period is high
experienced a growth of 19.90% and motorcycles experienced a for premium helmets because of ample spare availability such as
growth of 13.69%. (Source: SIAM; Financial express) removable inner linings, visors, etc. The premium helmets segment
is one of the fastest growing helmet segments of the country.
Going forward, the company will enter into new product segment, Our inability to anticipate and respond to changes in customer
i.e., bicycle helmets. It is planning to set up two new plants, preferences in a timely and effective manner may result in
one, for expansion of the current line of motorcycle helmet and the decline of the demand for our products, which may have
accessories in the coming years, and the other for production of an adverse impact on our business, results of operations and
bicycle helmets. The company aims to double its manufacturing prospects.
capacity to 13.5 million helmets and motorcycle accessories (12
Raw Material Risk
million motorcycle helmets & accessories and 1.5 million bicycle
helmets) in the coming years. With various expansion strategies In the event we are unable to procure adequate amounts of
for the coming years, the company plans to increase its team raw material, at competitive prices, our business, results of
size to 3000 employees. A competent and efficient R&D team operations and financial condition may be adversely affected.
will help the company to design and sell quality products to its Further, we do not generally enter into agreements with the
customers. suppliers and accordingly may face disruptions in supply from
the current suppliers.
Risk Factors
Economy Risk
Brand Risk
Exports constitute a significant part of the company’s revenue.
The sales of our products will suffer if we are unable to maintain A decline in exports arising out of geopolitical tensions might
and/ or enhance the ‘Studds’ and ‘SMK’ brands and that would affect revenues of the company. The company’s presence in
have a material adverse effect on our business. different geographies helps it to reduce the economy risk as a
decrease in exports to one country might be balanced by an
Regulatory Risk increase in exports to another country.
Non-compliance with and changes in, safety, health, labour Quality Risk
and environmental laws and other applicable regulations, may
adversely affect our business, results of operations and financial Any failure in our quality control processes, whether in India
condition. In the event that we fail to obtain, maintain or renew or outside India, may have an adverse effect on our business,
our statutory or regulatory licenses, permits and approvals results of operations and financial condition. We may have to
required to operate our business, our business and results of recall our products or face product liability claims and legal
operations may be adversely affected. proceedings if the quality of our products does not meet our
customers’ expectations.
The Members,
STUDDS ACCESSORIES LTD.
Your Directors are pleased to present the 36th (Thirty Sixth) Director’s Report on the business and operation of the company together
with the Audited Financial Statements for the financial year ended on 31st March, 2018 (“Reporting Period”).
1. Financial Results
The results of your Company’s financial prudence and business excellence for the year ended 31st March, 2018 are as follows: -
* The shareholders at their meeting held on July 07, 2018 has approved split of equity share of H10/- each into two equity shares
of H5/- each. Further, the shareholders in the same meeting have approved the issue of eight bonus equity shares for each share
held in the company.
4. Material Changes and Commitments 10. Significant and Material Orders Passed by the
Regulators or Courts or Tribunals
No material changes and commitments have taken place during
the financial year of the Company to which Balance Sheet and No significant and material orders were passed by the
Board Report relate, which affects the financial position of the Regulators, Courts or Tribunals impacting the going concern
Company except elsewhere mentioned in this report. status and Company’s operations in future. However, members’
attention is drawn to the statement on contingent liabilities in
The shareholders at their meeting held on July 07, 2018 has
the notes forming part of the Financial Statements.
approved split of equity share of H10/- each into two equity
shares of H5/- each. And, the shareholders in the same However, the Company has received a Notice in Case No.
meeting have approved the issue of eight bonus equity CS/03/2018, from Hon’ble Commercial Court, Gurugram, which
shares for each share held in the company. pertains to the right of title with respect to 26,200 equity
shares issued by our company. In relation to this case the
5. Change in the Nature of Business Company has given an undertaking that it would not transfer
the shares to any person without the leave of the Court or
There is no change in the Nature of Business of the Company. until the matter is disposed off. So the Equity Shares under
the case were earlier in abeyance. Further the Honourable
commercial court at Gurugram, Haryana has disposed Civil
6. Public Deposits
Suit No. CS/03/2018 on May 7, 2018. Hence the restriction on
Your Company has not accepted any deposits within the transfer of your shares is not applicable any further.
meaning of chapter V of the Companies Act, 2013 and
Companies (Acceptance of Deposits) Rules, 2014 during the
11. Directors and Key Managerial Personnel (KMP)
financial year.
During the period under review, following Directors of the
7. Share Capital Company have resigned:
During the year under review, the Company has increased Name of Director Dare of Resignation
its authorized Share Capital from INR 5,00,00,000/- (Rupees
Five Crores Only) divided into 50,00,000 (Fifty lakh) Equity Ms. Chand Khurana 23.01.2018
Shares of H 10 (Rupee Ten) each to INR 25,00,00,000/- Ms. Charu Leekha 23.01.2018
(Rupees Twenty Five Crores) divided into 2,50,00,000 (Two Mr. Sanjay Leekha 23.01.2018
Crore Fifty Lakh) Equity Shares of H 10 (Rupee Ten) each Ms. Garima Khurana 23.01.2018
with the approval of its shareholders dated 22.03.2018.
Mrs. Chand Khurana, Mrs. Charu Leekha, Mr. Sanjay Leekha
Further, during the year under review the Company has not and Mrs. Garima Khurana resigned from the Board due to
issued any share and it’s paid up share capital still remains personal reasons.
the same, i.e. INR 1,09,31,500/- (Rupees One Crore Nine Lacs
Thirty One Thousands and Five Hundred Only) comprising The company has appointed Mrs. Kanika Bhutani, Company
of equity 10,93,150 (Ten Lacs Ninety Three Thousand One Secretary and Compliance Officer of the Company as Key
Hundred and Fifty) shares of H 10 (Rupee Ten) /- each. Managerial Personnel w.e.f. 01.02.2018.
So pursuant to Section 129(3) of the Companies Act, 2013 Mr. Pankaj Duhan appointed by Board as an Additional
read with Rule 5 of the Companies (Accounts) Rules, 2014, Director in capacity of Independent Director in its meeting
a statement containing salient features of the financial held on 09.04.2018 subject to Approval of Shareholders at
statements of Subsidiaries is given in Form AOC-1 which this Annual General Meeting (AGM).
is attached with the financial statements of the company
Mr. Madhu Bhushan Khurana, Chairman and Managing
for the financial year 2017-18 and is also attached as
Director, Mr. Sidhartha Bhushan Khurana, Managing Director
Annexure I to this report.
and Mrs. Chand Khurana, Erstwhile Whole-Time Director
have not received any commission/ remuneration from the
9. Consolidated Financial Statements Subsidiary Company during the Financial Year.
This Annual Report also includes Consolidated Financial Mr. Madhu Bhushan Khurana, Chairman and Managing
Statements for the year 2017-18. But the subsidiary has Director and Mr. Sidhartha Bhushan Khurana, Managing
ceased to be the Subsidiary of the Company w.e.f. 08.03.2018.
12. Statement on Independence of Directors Further, no fraud was reported by the auditors of the
Company.
All independent directors have given declarations that they
meet the eligible criteria of independence as provided in ii) Secretarial Auditor
sub-section (6) of section 149 of the Companies Act, 2013. Pursuant to Section 204 of the Companies Act, 2013,
the Company had appointed M/s Sanjay Grover &
As required under applicable provisions of Secretarial
Associates, Company Secretaries, Delhi as Secretarial
Standards-I issued by the Institute of Company Secretaries
Auditor of the Company to conduct the Secretarial
of India, the required details of Directors appointed/
Audit of the Company for financial year 2017-18.
reappointed in the Annual General Meeting (AGM) of the
The Report of Secretarial Auditor (Form MR-3) for the
Company is annexed with the Notice of this AGM.
Financial Year is annexed to the report as Annexure III.
dividend was not claimed for seven consecutive 15. Disclosure on Internal Financial Control and Its
years to Investor Education and Protection Fund. Adequacy
The company has filed compounding application
for condonation of such delay. Company has an adequate Internal Financial Control (IFC)
system which ensures that the transactions are authorized,
iii) Internal Auditor recorded and reported correctly. The Company’s IFC system
has been designed to provide reasonable assurance
Pursuant to section 138 of Companies Act, 2013, the
regarding the following:
Company had appointed M/s A.C. Mehta & Co. Chartered
Accountants as Internal Auditors for the financial year • Effectiveness and efficiency of Operations
2017-18.
• Adequacy of safeguards for assets
f) Proper systems have been devised in compliance S. No. No. of Meeting Date of Meeting
with the provision of the all applicable laws and such 1 1 / 2017-18 25.05.2017
systems were adequate and operating effectively. 2 2 / 2017-18 15.06.2017
3 3 / 2017-18 27.06.2017
In continuation of above statements it is also confirmed 4 4 / 2017-18 01.08.2017
that the Ministry of Corporate Affairs (MCA) on 16th 5 5 / 2017-18 10.08.2017
February, 2015, notified that Indian Accounting 6 6 / 2017-18 24.08.2017
Standards (Ind AS) were made applicable in a phased 7 7 / 2017-18 11.09.2017
Manner. Ind AS has replaced the previous Indian GAAP 8 8 / 2017-18 15.12.2017
prescribed under Section 133 of the Companies Act, 9 9 / 2017-18 21.12.2017
2013 (“the Act”) read with Rule 7 of the Companies 10 10 / 2017-18 23.01.2018
(Accounts) Rules, 2014. The company has opted to 11 11 / 2017-18 09.02.2018
adopt Ind AS w.e.f 1st April 2017. 12 12 / 2017-18 08.03.2018
In respect of these meetings proper notices were given and Key responsibilities of Audit Committee:
the proceedings were properly recorded and placed in the
minute’s book maintained for their purpose. Primarily, the Audit Committee is responsible for:
The Board of Directors has the following Committees: 2. Review and monitor the auditor’s independence and
performance, and effectiveness of audit process;
1. Audit Committee 3. Examination of the financial statement and the
2. Nomination and Remuneration Committee auditors’ report thereon;
4. Approval or any subsequent modification of
3. CSR Committee
transactions of the company with related parties;
4. Share Transfer Committee 5. Scrutiny of inter-corporate loans and investments;
The details of the Committees along with their composition, 6. Valuation of undertakings or assets of the company,
number of meetings, terms of reference and attendance of wherever it is necessary;
members at the meetings are as under:
7. Evaluation of internal financial controls and risk
1. Audit Committee management systems;
The Company has an adequately qualified Audit Committee 8. Monitoring the end use of funds raised through public
constituted in accordance with the provisions of Section 177 offers and related matters
of the Companies Act, 2013. The composition of Committee
and terms of reference are in compliance with the provisions 9. And such other matter as assigned by Board from time
of Section 177 of the Companies Act, 2013. All members of to time.
the Committee are financially literate and have accounting
or related financial management expertise. During the year under review, Audit Committee comprised
of Mr. Shanker Dev Choudhry, Chairperson and Ms. Pallavi
Terms and Reference Saluja, Mr. Sanjay Leekha, Mr. Sidhartha Bhushan Khurana,
member of the Committee. After her appointment, Mrs.
The terms of reference of the Audit Committee inter-alia Kanika Bhutani, Company Secretary and Compliance Officer
includes the following: of the Company, was the Secretary to the Committee.
Powers of Audit Committee During the year Committee Member met 4 (Four) time i.e on
May 25, 2017; August 24, 2017; January 23, 2018; February
a) To investigate any activity within its terms of reference;
09, 2018.
b) To seek information from any employee;
The particulars of meetings and attendance by the Members of the Committee during the year under review are given in the table below:
Further, during the year review, the board has accepted all the recommendations of the Audit Committee.
The Company has a duly constituted Nomination and • Identifying persons who are qualified to become
Remuneration Committee. The composition of committee directors and who may be appointed in senior
and terms of reference are in compliance with the provisions management in accordance with the criteria laid down,
of Section 178 of the Companies Act, 2013. and recommend to the Board their appointment and
removal. The Company shall disclose the remuneration
The Nomination and Remuneration Committee has been policy in its Annual Report.
entrusted with the following roles and responsibilities:
During the Period under review Nomination and
• Formulation of the criteria for determining Remuneration Committee comprised of Ms. Pallavi
qualifications, positive attributes and independence of Saluja, Chairperson, Mr. Shanker Dev Choudhary, Ms.
a director and recommend to the Board a policy, relating Charu Leekha, Mr. Madhu Bhushan Khurana.
to the remuneration of the directors, key managerial
personnel and other employees. During the Year Committee met 4 (Four) times i.e May
10, 2017, August 24, 2017, January 23, 2018, March
• Formulation of criteria for evaluation of Independent 08, 2018.
Directors and the Board.
The particulars of meetings and attendance by the Members of the Committee during the year under review are given in the
table below:
3. Corporate Social Responsibility Committee the CSR projects or programs or activities undertaken by
the Company, and monitor the CSR policy from time to time.
The Company has a duly constituted Corporate Social
Responsibility (“CSR”) Committee in accordance with the During the year under review CSR Committee comprised of
provisions of Section 135 of the Companies Act, 2013. Mr. Madhu Bhushan Khurana, Chairperson and Mr. Sidhartha
The roles and responsibilities of CSR Committee includes Bhushan Khurana, Mr. Shanker Dev Choudhry, Mr. Sanjay
formulation and recommendation of corporate social Leekha, member of the Committee.
responsibility policy to the Board, recommending the
amount to be incurred for CSR activities, instituting a During the year Committee Member Met 2 (Two) Times i.e
transparent monitoring mechanism for implementation of August, 24, 2017, March 31, 2018.
The particulars of meetings and attendance by the Members of the Committee during the year under review are given in the table below:
The particulars of meetings and attendance by the Members of the Committee during the year under review are given in the table below:
18. Related Party Transactions consists of policies and procedures framed at management
level and strictly adhered to and monitored at all levels.
All related party transactions that were entered into during The framework also defines the risk management approach
the financial year were on an arm’s length basis and were in across the enterprise at various levels. Risk management
the ordinary course of business. is embedded in our critical business activities, functions
and processes. The risks are reviewed for change in the
In this regard, disclosure in Form AOC-2 in terms of Section
nature and extent of the major risks identified since the last
134 of the Companies Act, 2013 form part of the report and
assessment. It also provides control measures for risk and
attached as Annexure II.
future action plans.
19. Corporate Social Responsibility (CSR)
22. Disclosures
As per section 135 of the Companies Act, 2013 and Rules
Extract of Annual Return
made there under, the Company has made the necessary
contribution and has undertaken various initiatives through In accordance with the provisions of Section 134(3)(a) of
Public Charitable Trust – Studds Foundation for Corporate the Companies Act, 2013, the extract of the annual return in
Social Responsibility (CSR) and the CSR policy formulated by Form No. MGT–9 will be displayed on the Company’s website
the Company is available at the Website of the Company at i.e www.studds.com.
http://studds.com/Content/images/CSRActivity/CSR_Policy.pdf
and brief of the same is disclosed in Board Report. Particulars of Loans, Guarantees or Investments
The Annual Report on the CSR Activities undertaken by In accordance with the provisions of Section 134(3)(g) of
the Company during the financial year is enclosed as an the Companies Act, 2013, details of Loans, Guarantees and
Annexure to this report. Investments covered under the provisions of Section 186 of
the Companies Act, 2013 for the year are given in the notes
to the financial statements.
20. Listing of Shares
Nomination and Remuneration Policy
The Company’s Equity Shares are presently not listed at any
stock exchange. Board has, on the recommendation of the Nomination and
Remuneration Committee framed a policy for selection
21. Risk Management Policy and appointment of Directors, Key Managerial personnel
and their remuneration as well as policy on other
Your Company’s Risk Management Policy is backed by strong employee’s remuneration including criteria for determining
internal control systems. The risk management framework qualifications, positive attributes, independence of a
director and other matters thereof. The Nomination and Secretarial Standard –I & II issued by the Institute of
Remuneration policies are available on the website of the Company Secretaries of India.
company at www.studds.com.
Disclosure on Remuneration to Employees Exceeding
Vigil Mechanism/ Whistle Blower Policy Specified Limits
The Company has a vigil mechanism named Vigil Mechanism The particulars of the employees who are in receipt of
/ Whistle Blower Policy to deal with instances of fraud and remuneration in excess of the limit prescribed under Rule
mismanagement, if any. The same has also been displayed 5(2) of the Companies (Appointment and Remuneration) of
on the website of the Company at www.studds.com Managerial Personnel) Rules, 2014 are enclosed herewith as
Annexure IV forming part of this report.
Disclosure under the Sexual Harassment of Women at
Work Place (Prevention, Prohibition and Redressal) Act,
2013 23. Conservation of Energy, Technology Absorption,
Foreign Exchange Earning and outgo
The Company has in place a policy on Gender Equality, Gender
Protection, Prevention of Sexual Harassment and Redressal Even though operations of the Company are not energy
System in line with the requirements of the Sexual Harassment intensive, the management has been highly conscious of
of Women at Workplace Prevention, Prohibition and Redressal) the importance of conservation of energy and technology
Act, 2013. All employees (permanent, contractual, temporary, absorption at all operational levels and efforts are made in
trainees) are covered under this policy. this direction on a continuous basis.
No complaints pertaining to sexual harassment were • The company is constantly striving to reduce energy
received and/ or disposed off during financial year. Further, consumption in Injection moulding process by re-
there is no pending complaint(s) pertaining to sexual furbishing gear pump Hydraulic machines to servo
harassment. Hydraulic machines. Even the new machines which
have been procured are and would be servo Hydraulic
Report on the Highlights of Performance of Subsidiaries, machines.
Associates and Joint Venture Companies pursuant to
Section 134(3)(q) read with Rule 8(1) of Companies • In its endeavour to reduce energy consumption
(Account) Rules, 2014. the Company is migrating to LED Lights instead of
conventional lights.
During the period under review the Company had a
Subsidiary which ceased to be a Subsidiary as on 08 March, • The Company has automated a number of process like
2018. For highlights of performance of the same refer injection moulding, cutting shells etc. by employing
AOC- 1 attached to the Financial Statement Robots in the process.
You directors are also confirming that the Company is Earning – H26,15,15,497
regularly complying the applicable provisions of the Outgo – H8,73,04,410
Acknowledgement
Your Directors thank various Central and State Government Departments, Organizations and Agencies for the continued help and
co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members,
dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place
on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to
the Company.
1. Promotion of Education, including special education and employment enhancing vocation skills, especially amongst children,
women, elderly and differently abled and livelihood enhancement projects.
2. Ensuring environmental sustainability, conversation of natural resources and maintaining quality of soil, air and water etc.
During the year under review, the Corporate Social Responsibility Committee comprised of the following Director as members:
3. Average Net Profit of the Company for last three financial years
Under the Corporate Social Responsibility the company has undertaken various initiatives through Public Charitable Trust –
Studds Foundation to operate the Corporate Social Responsibility activities of the Company. Amount of H 62,00,000/- has
been transferred by Studds Accessories Ltd. to Studds Foundation during the year.
c) Manner in which the amount spent during the financial year is detailed below:
Dated:18th August,2018
Place: Faridabad
Form AOC-1
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries or associate companies
or joint venture
Part- A Subsidiaries
(In H)
1. Name of the Subsidiary Company M G Steel Limited
2. Reporting period for the subsidiary concerned, if Reporting Period is 1st April, 2017 to 8th March,
different from the holding company’s reporting period. 2018
3. Reporting currency and Exchange rate as on the last date of the relevant No Foreign Subsidiary Company.
Financial year in the case of foreign subsidiaries.
7,85,000
4. Share capital
5. Reserves and surplus 42,29,775
6. Total assets 75,17,021
7. Total Liabilities 75,17,021
8. Investments Nil
9. Turnover 19,59,552
10. Profit before taxation 21,13,572
11. Provision for taxation NIL
12. Profit after taxation 15,49,384
13. Proposed Dividend NIL
14. Extent of shareholding (in percentage) 99.24 %
Notes:
1. Investment in subsidiary, MG Steel Limited has been sold by the company on 8th March 2018 and MG Steel Limited ceases to be
our subsidiary post 8th March 2018.
2. Neither it had Associates nor Joint Ventures during the financial year 2017-18 so Part B is not applicable on the Company.
Annexure II
Form AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub
section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transaction under third proviso thereto.
Dated:18th August,2018
Place: Faridabad
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014]
To,
The Members
Studds Accessories Ltd.
(CIN: U25208HR1983PLC015135)
23/7, Mathura Road, Ballabgarh,
Faridabad, Haryana- 121004
by the Company and also the information provided by the
We have conducted the secretarial audit of the compliance of Company, its officers, agents and authorized representatives
applicable statutory provisions and the adherence to good during the conduct of Secretarial Audit, we hereby report that in
corporate practices by Studds Accessories Ltd. ((hereinafter our opinion, the Company has, during the audit period covering
called the Company), which is an unlisted company. Secretarial the financial year ended on 31st March, 2018 (“Audit Period”)
Audit was conducted in a manner that provided us a reasonable complied with the statutory provisions listed hereunder and also
basis for evaluating the corporate conducts/ statutory that the Company has proper Board processes and compliance
compliances and expressing our opinion thereon. mechanism in place to the extent, in the manner and subject to
the reporting made hereinafter:
We report that-
We have examined the books, papers, minute books, forms and
a) Maintenance of secretarial record is the responsibility of
returns filed and other records maintained by the Company for
the management of the Company. Our responsibility is to
the financial year ended on 31st March, 2018 according to the
express an opinion on these secretarial records based on
provisions of:
our audit.
(i) The Companies Act, 2013 (the Act) and the rules made
b) We have followed the audit practices and processes as
thereunder;
were appropriate to obtain reasonable assurance about the
correctness of the contents of the secretarial records. The (ii) The Depositories Act, 1996 and the Regulations and Bye-
verification was done on test basis to ensure that correct laws framed thereunder;
facts are reflected in the secretarial records. We believe
that the processes and practices, we followed, provide a (iii) Foreign Exchange Management Act, 1999 and the rules
reasonable basis for our opinion. and regulations made thereunder to the extent of Foreign
Direct Investment, Overseas Direct Investment and External
c) We have not verified the correctness and appropriateness Commercial Borrowings (no event took place during the
of the financial statements of the Company. relevant financial year);
d) Wherever required, we have obtained the Management We have also examined compliance with the applicable clauses of
representation about the compliances of laws, rules and the Secretarial Standard on Meetings of the Board of Directors
regulations and happening of events etc. and on General Meetings issued by the Institute of Company
Secretaries of India, with which the Company has generally
e) The compliance of the provisions of the corporate and
complied with.
other applicable laws, rules, regulations, standards is the
responsibility of the management. Our examination was During the Audit Period, the Company has complied with the
limited to the verification of procedures on test basis. provisions of the Act, Rules, Regulations and Guidelines to the
extent applicable, as mentioned above except that:-
f) The Secretarial Audit report is neither an assurance as to
the future viability of the Company nor of the efficiency or • The Company was required to register the charges, in
effectiveness with which the management has conducted respect of the vehicle term loans availed by the Company
the affairs of the Company. amounting to H 25,85,200/-, H 65,75,000/- and H 50,00,000/-
, with Registrar of Companies as required under Section 77
Based on our verification of the Company’s books, papers, minute
of the Act.
books, forms and returns filed and other records maintained
• Under the provisions of Section 124(6) of the Act read agenda items before the meeting for meaningful participation
with of Investor Education and Protection Fund Authority at the meeting.
(Accounting, Audit, Transfer and Refund) Rules, 2016 the
company was required to transfer certain Shares on which Board decisions were carried out with unanimous consent and
dividend was not been paid or claimed for seven consecutive therefore, no dissenting views were required to be captured and
years to Investor Education and Protection Fund. recorded as part of the minutes.
We further report that the Company voluntarily provided exit We further report that there are systems and processes in
opportunities to the Identified Shareholders whose number the company commensurate with the size and operations of
was more than fifty, who were allotted the equity shares by the company to monitor and ensure compliance with applicable
the Board of the directors of the company on 01st December, laws, rules, regulations and guidelines.
1995 and 20th March, 1996. The Securities and Exchange
We further report that during the audit period, following
Board of India (“SEBI”) has issued circular(s) vide Circular no.
resolutions were passed by the Shareholders of the Company:
CIR/CFD/DIL3/18/2015 dated December 31, 2015 whereby
providing of such exit opportunity was allowed. a) through postal ballot (result declared on 29th May, 2017)
by passing special resolution for adoption of the new set of
(vi) The Company is engaged in the business of manufacturing
Articles of Association of the Company.
and marketing in India and abroad all types of Helmet,
gadgets and accessories, spare parts and component for b) through postal ballot (result declared on 22nd March, 2018)
Two Wheelers and automobiles made of Plastic, Fibre- by passing:
glass, PVC and such other materials. As informed by the
Management, there is no sector specific law applicable to • ordinary resolution for increasing the authorized share
the Company. capital of the Company from H 5,00,00,000/- (Rupees Five
Crore only) consisting of 50,00,000 (Fifty Lacs) Equity
We have checked the compliance management system of the Shares of H 10/- (Rupees Ten) each to H 25,00,00,000/-
Company to obtain reasonable assurance about the adequacy of (Rupees Twenty Five Crore only) consisting of 2,50,00,000
systems in place to ensure compliance of specifically applicable (Two Crore and fifty Lacs) Equity Shares of H 10/- (Rupees
laws and this verification was done on test basis. In our opinion Ten) each and substituted the Clause V i.e. Capital Clause of
and to the best of our information and according to explanations Memorandum of Association of the Company accordingly.
given to us, we believe that the compliance management system
of the Company seems adequate to ensure compliance of laws • special resolution for adoption of the new set of Articles of
specifically applicable to the Company. Association of the Company.
Infomation Pursuant to Section 197 of The Companies Act, 2013 and Rule 5(2) & (3) of
the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014
Forming Part of the Board’s Report for the year ended 31st March, 2018
Employed throughout the year ended 31st March, 2018 & were in receipt of Remuneration aggregating not less than H102,00,000
per annum
1. Remuneration includes salary, commission, provident fund and perqusites, directors fee if any
2. No other employee have received a remuneration H 8,50,000 per month in part of the year of H 102,00,000 per annum
Dated:18th August,2018
Place: Faridabad
Financial
Statements
We have audited the accompanying standalone Ind AS financial An audit involves performing procedures to obtain audit
statements of Studds Accessories Limited (‘the Company’), which evidence about the amounts and the disclosures in the
comprise the balance sheet as at 31 March 2018, the statement standalone Ind AS financial statements. The procedures
of profit and loss (including Other Comprehensive Income), the selected depend on the auditor’s judgment, including the
cash flow statement and the statement of changes in Equity for assessment of the risks of material misstatement of the
the year then ended, and a summary of significant accounting standalone Ind AS financial statements, whether due to
policies and other explanatory information (hereinafter referred fraud or error. In making those risk assessments, the auditor
to as "standalone Ind AS Financial statements"). considers internal financial control relevant to the Company’s
preparation of the standalone Ind AS financial statements that
give a true and fair view in order to design audit procedures
Management’s Responsibility for the Standalone
that are appropriate in the circumstances. An audit also includes
Financial Statements
evaluating the appropriateness of the accounting policies used
The Company’s Board of Directors is responsible for the and the reasonableness of the accounting estimates made
matters stated in Section 134(5) of the Companies Act, 2013 by the Company’s Directors, as well as evaluating the overall
(“the Act”) with respect to the preparation and presentation of presentation of the standalone Ind AS financial statements.
these standalone Ind AS financial statements that give a true
We believe that the audit evidence we have obtained is sufficient
and fair view of the financial position, financial performance
and appropriate to provide a basis for our audit opinion on the
including Other Comprehensive Income, cash flows and changes
standalone Ind AS financial statements.
in equity of the Company in accordance with the accounting
principles generally accepted in India, including the Accounting
Standards (Ind AS) prescribed under Section 133 of the Act, read Opinion
with the Companies (Indian Accounting Standards) Rules 2015
In our opinion and to the best of our information and according
as amended. This responsibility also includes maintenance of
to the explanations given to us, aforesaid standalone Ind AS
adequate accounting records in accordance with the provisions
financial statements give the information required by the Act
of the Act for safeguarding the assets of the Company and for
in the manner so required and give a true and fair view in
preventing and detecting frauds and other irregularities; selection
conformity with the accounting principles generally accepted in
and application of appropriate accounting policies; making
India, of the state of affairs of the Company as at 31 March 2018
judgments and estimates that are reasonable and prudent; and
and its profit, total comprehensive income, its cash flows and
design, implementation and maintenance of adequate internal
the changes in equity for the year ended on that date.
financial controls, that were operating effectively for ensuring
the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the standalone Report on Other Legal and Regulatory
Ind AS financial statements that give a true and fair view and are Requirements
free from material misstatement, whether due to fraud or error.
1. As required by the Companies (Auditor’s Report) Order,
2016 (“the Order”) issued by the Central Government of
Auditor’s Responsibility India in terms of sub-section (11) of section 143 of the
Act, we give in the Annexure A, a statement on the matters
Our responsibility is to express an opinion on these standalone
specified in the paragraph 3 and 4 of the Order, to the
Ind AS financial statements based on our audit. We have
extent applicable.
taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be 2. As required by Section 143 (3) of the Act, we report that:
included in the audit report under the provisions of the Act and
the Rules made there under. a. We have sought and obtained all the information and
explanations which to the best of our knowledge and
We conducted our audit in accordance with the Standards on belief were necessary for the purposes of our audit.
Auditing specified under Section 143(10) of the Act. Those
Standards require that we comply with ethical requirements b. In our opinion proper books of account as required by
and plan and perform the audit to obtain reasonable assurance law have been kept by the Company so far as it appears
about whether the standalone Ind AS financial statements are from our examination of those books;
free from material misstatement.
c. The balance sheet, the statement of profit and loss (a) The company has disclosed the impact of pending
including other comprehensive income, the cash flow litigations on its financial position in its financial
statement and statement of changes in equity dealt statements – Refer Additional Notes to the
with by this Report are in agreement with the books of financial statements 37(iii) Contingent Liability;
accounts;
(b) The company has made provision, as required
d. In our opinion, the aforesaid standalone Ind AS under the applicable law or accounting standards,
financial statements comply with the Indian Accounting for material foreseeable losses, if any, on long-
Standards specified under Section 133 of the Act ; term contracts including derivative contracts.
e. On the basis of the written representations received (c) There has been no delay in transferring amounts,
from the directors as on 31 March 2018 taken on required to be transferred, to the Investor
record by the Board of Directors, none of the directors Education and Protection Fund by the Company.
is disqualified as on 31st March 2018 from being
appointed as a director in terms of Section 164 (2) of
the Act; and
For Rajan Chhabra & co
f. With respect to the adequacy of the internal financial
Chartered Accountants
controls over financial reporting of the Company and
FRN:009520N
the operating effectiveness of such controls, refer to
our separate report in “Annexure B”: and
CA Rajan Chhabra
g. With respect to the other matters to be included in Partner
the Auditor’s report in accordance with Rule 11 of M.No: 088276
the Companies (Audit and Auditors) Rules, 2014, in
our opinion and to the best of our information and Faridabad
according to the explanations given to us; 8th June,2018
(iv) In our opinion and according to the information and (ix) The Company did not raise any money by way of initial public
explanations given to us, the Company has not provided any offer or further public offer (including debt instruments)
loans, investment, guarantees and security with respect to and no term loans were availed during the year.
the provisions of section 185 and 186 of companies act
2013. (x) According to the information and explanations given to us,
no material fraud by the company or on the company by its
(v) The Company has not accepted any deposits from the officers or employees has been noticed or reported during
public. Therefore, the provisions of Clause (v) of paragraph the course of our audit.
3 of the Order is not applicable to the Company.
(xi) According to the information and explanations given to
The Central Government has not prescribed the
(vi) us and based on our examination of the records of the
maintenance of cost records under section 148 (1) of the company, the company has paid / provided for managerial
Act, for any of the services rendered by the Company. remuneration in accordance with the requisite approvals
mandated by the provisions of section 197 read with
(vii) (a) According to the information and explanations given Schedule V to the Act.
(xii) In our opinion and according to the information and Company, the Company has not entered into non-cash
explanations given to us, the Company is not a Nidhi transactions with directors or persons connected with him.
company. Accordingly this point is not applicable. Accordingly this point is not applicable.
(xiii) According to the information and explanations given to (xvi) The Company is not required to be registered under section
us and based on our examination of the records of the 45-IA of the Reserve Bank of India act 1934.
company, transactions with the related parties are in
compliance with sections 177 and 188 of the Act where
applicable and details of such transactions have been
disclosed in the financial statements as required by the
For Rajan Chhabra & Co
applicable accounting standards.
Chartered Accountants
(xiv) According to the information and explanations given to FRN:009520N
us and based on our examination of the records of the
Company, the Company has not made any preferential CA Rajan Chhabra
allotment or private placement of shares or fully or partly Partner
convertible debentures during the year. M.NO:088276
The Company’s management is responsible for establishing and We believe that the audit evidence we have obtained is sufficient
maintaining internal financial controls based on the internal and appropriate to provide a basis for our audit opinion on the
control over financial reporting criteria established by the Company’s internal financial controls system over financial
Company considering the essential components of internal reporting.
control stated in the Guidance Note on Audit of Internal Financial
Controls over Financial Reporting issued by the Institute of Meaning of Internal Financial Controls over Financial
Chartered Accountants of India. These responsibilities include Reporting
the design, implementation and maintenance of adequate
internal financial controls that were operating effectively for A company's internal financial control over financial reporting is
ensuring the orderly and efficient conduct of its business, a process designed to provide reasonable assurance regarding
including adherence to company’s policies, the safeguarding of the reliability of financial reporting and the preparation of
its assets, the prevention and detection of frauds and errors, financial statements for external purposes in accordance with
the accuracy and completeness of the accounting records, generally accepted accounting principles. A company's internal
and the timely preparation of reliable financial information, as financial control over financial reporting includes those policies
required under the Companies Act, 2013. and procedures that (1) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2)
Auditors’ Responsibility
provide reasonable assurance that transactions are recorded
Our responsibility is to express an opinion on the Company's as necessary to permit preparation of financial statements in
internal financial controls over financial reporting based on our accordance with generally accepted accounting principles, and
audit. We conducted our audit in accordance with the Guidance that receipts and expenditures of the company are being made
Note on Audit of Internal Financial Controls Over Financial only in accordance with authorizations of management and
Reporting (the “Guidance Note”) and the Standards on Auditing, directors of the company; and (3) provide reasonable assurance
issued by ICAI and deemed to be prescribed under section regarding prevention or timely detection of unauthorized
143(10) of the Companies Act, 2013, to the extent applicable to acquisition, use or disposition of the company's assets that
an audit of internal financial controls, both applicable to an audit could have a material effect on the financial statements.
of Internal Financial Controls and, both issued by the Institute
of Chartered Accountants of India. Those Standards and the Inherent Limitations of Internal Financial Controls
Guidance Note require that we comply with ethical requirements over Financial Reporting
and plan and perform the audit to obtain reasonable assurance
about whether adequate internal financial controls over Because of the inherent limitations of internal financial controls
financial reporting was established and maintained and if such over financial reporting, including the possibility of collusion
controls operated effectively in all material respects. or improper management override of controls, material
misstatements due to error or fraud may occur and not be based on the internal control over financial reporting criteria
detected. Also, projections of any evaluation of the internal established by the Company considering the essential
financial controls over financial reporting to future periods components of internal control stated in the Guidance Note on
are subject to the risk that the internal financial control over Audit of Internal Financial Controls Over Financial Reporting
financial reporting may become inadequate because of changes issued by the Institute of Chartered Accountants of India.
in conditions, or that the degree of compliance with the policies
or procedures may deteriorate. For Rajan chhabra& Co.
Chartered Accountants
FRN: 009520N
Opinion
(CA Rajan Chhabra)
In our opinion, the Company has, in all material respects, an (Partner)
adequate internal financial controls system over financial M. No. : 088276
reporting and such internal financial controls over financial
reporting were operating effectively as at 31 March, 2018, Date:8th June,2018
The above statement should be read together with significant accounting policies in Annexure V, adjustments to audited standalone
financial statements in Annexure VI and notes to the Standalone financial statements in Annexure V.
The above statement should be read together with significant accounting policies in Annexure V, adjustments to audited standalone
financial statements in Annexure VI and notes to the Standalone financial statements in Annexure V.
(H in million)
Particulars As at As at As at
31-Mar-2018 31-Mar-2017 1-Apr-16
Equity share of H10/- each
Balance at the beginning of the year 10.93 10.93 10.93
Movement during the year - - -
Balance at the end of the year 10.93 10.93 10.93
(H in million)
Particulars Reserves and surplus
Securities General Retained Total
Premium Reserves Earnings
As at April 01, 2016 6.83 93.37 524.23 624.42
Profit for the year - - 236.01 236.01
Other Comprehensive Income (net of tax) - - 0.20 0.20
Transfer to General Reserve - 30.00 (30.00) -
Dividend & Dividend Distribution Tax - - (1.32) (1.32)
As at March 31, 2017 6.83 123.37 729.13 859.32
As at April 01, 2017 6.83 123.37 729.13 859.32
Profit for the year - - 328.81 328.81
Other Comprehensive Income (net of tax) - - (0.34) (0.34)
Transfer to General Reserve - 40.00 (40.00) -
Dividend & Dividend Distribution Tax - - (11.84) (11.84)
-
As at March 31, 2018 6.83 163.37 1,005.76 1,175.95
The above statement should be read together with significant accounting policies in Annexure V, adjustments to audited
standalone financial statements in Annexure VI and notes to the Standalone financial statements in Annexure V.
The amendments to Ind AS 7 Cash Flow Statements requires to provide disclosures that enable users of financial statements to
evaluate changes in liabilities arising from financing activities,including both changes arising from cash flows and non cash changes,
suggesting inclusion of a reconciliation between the opening and the closing baalnces in the balance sheet for liabilities arising from
financing activities.to meet the disclosure requirement. the amendment become effective from April 01,2017 and the required
disclosure is amde below. There is no impact on the financial statements due to this amendment.
(H in million)
Particulars As at 31 -Mar-17 Cash Flows Non-cash changes As at 31 -Mar-18
Borrowings-Non Current 28.75 (21.10) - 7.65
Borrowings- Current - - - -
The above statement should be read together with significant accounting policies in Annexure V, adjustments to audited standalone
financial statements in Annexure VI and notes to the Standalone financial statements in Annexure V.
(i) The above Cash Flow Statement has been prepared under the “Indirect Method” as set out in Indian Accounting Standard (Ind
AS) 7 “Statement of Cash Flow”
(ii) During the year the Company spent H6.20 million on CSR Expenses in accordance with the provision of the Companies Act, 2013
(iii) Cash and Cash Equivalents includes Bank Balances and Cash in hand as per Note No. 8
STUDDS ACCESSORIES LIMITED (“the Company”) is a public The Company presents assets and liabilities in the
company domiciled in India and is incorporated under the standalone statement of assets and liabilities based on
provisions of the Companies Act, 1956. The registered current/ non-current classification. An asset is treated as
office of the company is located at 23/7, Mathura Road, current when it is:
Ballabgarh, Faridabad 121004 Haryana.
• Expected to be realized or intended to be sold or
Studds Accessories Limited is one of the leading consumed in normal operating cycle
manufacturers and exporters of Helmets & two wheeler
• Held primarily for the purpose of trading
accessories in India. The product range of the Company
includes two Wheeler Accessories. • Expected to be realised within twelve months after the
reporting period, or
2. Significant Accounting Policies
• Cash or cash equivalent unless restricted from being
(a) Statement of Compliance exchanged or used to settle a liability for at least
twelve months after the reporting period
The Standalone Statement of Assets and Liabilities of the
Company as at March 31, 2018, March 31, 2017 and the All other assets are classified as non-current.
Standalone Statement of Profit and Loss, the Standalone
A liability is current when:
Statement of Changes in Equity and the Standalone
Statement of Cash flows for the year ended March 31, • It is expected to be settled in normal operating cycle
2018 and for the year ended March 31, 2017and Other
Standalone Financial Information (together referred as • It is held primarily for the purpose of trading
‘Standalone Financial Information’) has been prepared
under Indian Accounting Standards (‘Ind AS’) notified • It is due to be settled within twelve months after the
under Section 133 of the Companies Act, 2013 read with reporting period, or
the Companies (Indian Accounting Standards) Rules, 2015.
• There is no unconditional right to defer the settlement
The Financial Information (including Standalone Ind AS of the liability for at least twelve months after the
financial information for the years ended March 31, 2018 reporting period
and March 31, 2017) have been compiled by the Company
The Company classifies all other liabilities as non-current.
under Ind AS.
Deferred tax assets and liabilities are classified as non-
For all periods up to and including the year ended March
current assets and liabilities.
31, 2017, the Company prepared its audited standalone
financial information in accordance with accounting The operating cycle is the time between the acquisition of
standards notified under section 133 of the Companies Act assets for processing and their realisation in cash and cash
2013, read together with paragraph 7 of the Companies equivalents. The Company has identified twelve months as
(Accounts) Rules, 2014 (Indian GAAP). The standalone its operating cycle.
financial statements for the year ended March 31, 2018 are
the first the Company has prepared in accordance with Ind (c) Use of Estimates and Judgments
AS. The date of transition to Ind AS is April 01, 2016.
The preparation of financial statements in conformity
In accordance with Ind AS 101 First-time Adoption of with Ind AS requires management to make judgments,
Indian Accounting Standard, the Company has presented a estimates and assumptions that affect the application of
reconciliation from the presentation of Financial Information accounting policies and the reported amount of assets,
under Accounting Standards notified under Previous GAAP liabilities, income, expenses and disclosures of contingent
to Ind AS of Shareholders’ equity as at March 31, 2017 assets and liabilities at the date of these standalone
and 1st April 2016 and of the Statement of Profit and financial information and the reported amount of revenues
loss and other comprehensive Income for the year ended and expenses for the years presented. Actual results may
March 31, 2017, 1st April 2016. Reconciliation of the same differ from the estimates.
is disclosed in Annexure-VI.
Estimates and underlying assumptions are reviewed at
These Financial statements have been prepared using each balance sheet date. Revisions to accounting estimates
presentation and disclosure requirements of the Schedule are recognised in the period in which the estimates are
III, Division II of Companies Act, 2013. revised and future periods affected.
For all Financial instruments measured either at amortized Subsequent costs are included in the asset’s carrying
or at fair value through other comprehensive income, amount or recognized as a separate asset, as appropriate,
interest income is recorded using the effective interest rate only when it is probable that future economic benefits
(EIR). EIR is the rate that exactly discounts the estimated associated with the item will flow to the Company and the
future cash payments or receipts over the expected life cost of the item can be measured reliably. The carrying
of the financial instrument or a shorter period, where amount of any component accounted for as a separate
appropriate, to the gross carrying amount of the financial asset is derecognized when replaced. The other repairs and
asset or to the amortised cost of the financial liability. maintenance of revenue nature are charged to Statement
When calculating the effective interest rate, the Company of Profit and Loss during the reporting period in which they
have incurred.
Capital work in progress is stated at cost less impairment. The Cost of Intangible assets are amortized on a straight
Plant and equipment is stated at cost, net of accumulated line basis over their estimated useful life which is as follows.
depreciation and accumulated impairment losses, if any. Residual Value is considered as Nil in the below cases:
Such cost includes the cost of replacing part of the plant and
equipment and borrowing costs for long-term construction Nature of Assets Estimated Useful Life
projects if the recognition criteria are met. Freehold land is Computer software 5 years
not depreciated. Trademarks Over the useful life of
underlying assets
When significant parts of plant and equipment are required
to be replaced at intervals, the Company depreciates them The amortization period and method are reviewed at least
separately based on their specific useful lives. Likewise, at each financial year end. If the expected useful life of the
when a major inspection is performed, its cost is recognised asset is significantly different from previous estimates, the
in the carrying amount of the plant and equipment as a amortization period is changed accordingly.
replacement if the recognition criteria are satisfied. All
Gains or losses arising from derecognition of an intangible
other repair and maintenance costs are recognised in profit
asset are measured as the difference between the net
or loss as incurred.
disposal proceeds and the carrying amount of the asset
Depreciation is calculated using the straight-line method and are recognized in the income statement when the
on a pro-rata basis from the date on which each asset asset is derecognized.
is ready for its intended use to allocate their cost, net of
(h) Borrowing Costs
their residual values, over their estimated useful lives.
Depreciation is provided on estimated useful lives, as Borrowing cost includes interest expense as per Effective
specified in Part “C” of the Schedule II of the Companies Interest Rate (EIR).
Act, 2013.
Borrowing costs directly attributable to the acquisition or
An item of property, plant and equipment and any significant construction of an asset that necessarily takes a substantial
part initially recognized is derecognized upon disposal or period of time to get ready for its intended use are capitalized
when no future economic benefits are expected from its as part of the cost of the asset until such time that the
use or disposal. Any gain or loss arising on derecognition assets are substantially ready for their intended use. Where
of the asset (calculated as the difference between the net funds are borrowed specifically to finance a project, the
disposal proceeds and the carrying amount of the asset) amount capitalized represents the actual borrowing costs
is included in the income statement when the asset is incurred. Where surplus funds are available out of money
derecognized. borrowed specifically to finance project, the income
generated from such current investments is deducted from
The residual values, useful lives and methods of
the total capitalized borrowing cost. Where the funds used
depreciation of property, plant and equipment are reviewed
to finance a project form part of general borrowings, the
at each financial year end, and adjusted prospectively if
amount capitalized is calculated using a weighted average
appropriate.
of rates applicable to relevant general borrowings of the
(g) Intangible Assets company during the period/year. Capitalization of borrowing
costs is suspended and charged to profit and loss during
Intangible assets with definite useful life acquired the extended periods when the active development on the
separately are measured on initial recognition at cost. qualifying assets is interrupted.
Following initial recognition, intangible assets are carried at
cost less any accumulated amortization and accumulated EIR is the rate that exactly discounts the estimated future
impairment losses. Internally generated intangibles, cash payments or receipts over the expected life of the
excluding capitalised development costs, are not capitalised financial instrument or a shorter period, where appropriate,
and the related expenditure is reflected in profit or loss in to the gross carrying amount of the financial asset or to the
the period in which the expenditure is incurred. amortised cost of the financial liability. When calculating
the effective interest rate, the Company estimates the
expected cash flows by considering all the contractual
terms of the financial instruments but does not consider
the expected credit losses.
Inventories are valued at the lower of cost or net realizable Contingent asset being a possible asset that arises from
value, less any provisions for obsolescence. Cost is past events, the existence of which will be confirmed
determined on the following basis:- only by the occurrence or non-occurrence of one or more
uncertain future events not wholly within the control of the
Raw Materials are recorded at cost on a weighted average Company, is not recognized but disclosed in the financial
cost formula; statements.
Stores & spares are recorded at cost on a weighted average (k) Employee Benefits
cost formula.
Short-Term Obligations
Finished goods and work-in-process are valued at
raw material cost + cost of conversion and attributable Liabilities for wages and salaries including non-monetary
proportion of manufacturing overhead incurred in bringing benefits that are expected to be settled within the
inventories to its present location and condition. operating cycle after the end of the period in which the
employees render the related services are recognised
Scrap is valued at net realizable value. in the period in which the related services are rendered
and are measured at the undiscounted amount expected
Machinery spares (other than those qualified to be
to be paid.
capitalized as PPE and depreciated accordingly) are charged
to profit and loss on consumption Other Long-Term Employee Benefit Obligations
Net realizable value is the estimated selling price in the Liabilities for leave encashment and compensated absences
ordinary course of business, less estimated costs of which are not expected to be settled wholly within the
completion and estimated costs necessary to make the operating cycle after the end of the period in which the
sale. employees render the related service are measured at the
present value of the estimated future cash outflows which is
( j) Provisions and Contingencies
expected to be paid using the projected unit credit method.
Provisions The benefits are discounted using the market yields at the
end of the reporting period on Government bonds that have
Provisions are recognised when the Company has a present terms approximating to the terms of the related obligation.
obligation (legal or constructive) as a result of a past event, Re measurement as a result of experience adjustments
it is probable that an outflow of resources embodying and changes in actuarial assumptions are recognised in
economic benefits will be required to settle the obligation profit or loss.
and a reliable estimate can be made of the amount of
the obligation. The expense relating to a provision is Post-Employment Obligations
presented in the statement of profit and loss net of any
Defined Benefit Plans
reimbursement. If the effect of the time value of money
is material, provisions are discounted using a current pre- The Company has defined benefit plans namely gratuity for
tax rate that reflects, when appropriate, the risks specific employees. The liability or asset recognised in the balance
to the liability. When discounting is used, the increase in sheet in respect of gratuity plans is the present value of
the provision due to the passage of time is recognised as a the defined benefit obligation at the end of the reporting
finance cost. period less the fair value of plan assets. The defined benefit
obligation is calculated by actuaries using the projected
Provisions are reviewed at each balance sheet date and
unit credit method.
adjusted to reflect the current best estimate.
The present value of the defined benefit obligation is
Contingent Liabilities
determined by discounting the estimated future cash
Contingent liabilities are disclosed when there is a possible outflows by reference to market yields at the end of the
obligation arising from past events, the existence of which reporting period on government bonds that have terms
will be confirmed only by the occurrence or non-occurrence approximating to the terms of the related obligation.
of one or more uncertain future events not wholly within
The net interest cost is calculated by applying the discount
the control of the Company or a present obligation that
rate to the net balance of the defined benefit obligation
arises from past events where it is either not probable
and the fair value of plan assets. This cost is included in
that an outflow of resources will be required to settle or a
employee benefit expense in profit or loss.
reliable estimate of the amount cannot be made.
(l) Cash and Cash Equivalents Current and deferred tax are recognised in statement of
profit & loss, except when they relate to items that are
Cash and cash equivalent in the balance sheet comprise recognised in other comprehensive income or directly in
cash at banks and on hand and short-term deposits with an equity, in which case, the income taxes are also recognised
original maturity of three months or less, which are subject in other comprehensive income or directly in equity
to an insignificant risk of changes in value. respectively.
Taxes comprise current income tax and deferred tax. The determination of whether an arrangement is (or
contains) a lease is based on the substance of the
Current Income Tax arrangement at the inception of the lease. The arrangement
is, or contains, a lease if fulfillment of the arrangement
The tax currently payable is based on taxable profit for
is dependent on the use of a specific asset or assets
the year. Taxable profit differs from ‘profit before tax’ as
and the arrangement conveys a right to use the asset or
reported in the statement of profit and loss because of
assets, even if that right is not explicitly specified in an
items of income or expense that are taxable or deductible in
arrangement.
other years and items that are never taxable or deductible.
The Company’s current tax is calculated using tax rates that For leases of both land and building elements, the Company
have been enacted or substantively enacted by the end of has used Ind AS 101 exemption and has assessed the
the reporting period. classification of each element as finance or an operating lease
at the date of transition (April 01, 2016) to Ind AS on the basis
Deferred Tax
of the facts and circumstances existing as at that date.
Deferred tax is recognized on temporary differences
Company as a lessee
between the carrying amounts of assets and liabilities
in the financial statements and the corresponding tax A lease is classified at the inception date as a finance lease
bases used in the computation of taxable profits. Deferred or an operating lease. A lease that transfers substantially
tax liabilities are recognised for all taxable temporary all the risks and rewards incidental to ownership to the
differences. Deferred tax assets are recognised for all Company is classified as a finance lease. All other leases are
deductible temporary differences and incurred tax losses classified as operating lease.
to the extent that it is probable that taxable profits will
be available against which those deductible temporary Contingent rentals are recognised as expenses in the
differences can be utilised. Such deferred tax assets and periods in which they are incurred.
Operating lease receipts are recognised as income in the The Company measures certain financial instruments at
statement of profit and loss on a straight-line basis over fair value at each Balance Sheet date.
the lease term unless either:
Fair value is the price that would be received to sell an
(a) Another systematic basis is more representative of the asset or paid to transfer a liability in an orderly transaction
time pattern of the user’s benefit even if the receipt between market participants at the measurement date.
from the lessee are not on that basis, or The fair value measurement is based on the presumption
that the transaction to sell the asset or transfer the liability
(b) The receipts from the lessee are structured to increase takes place either:
in line with expected general inflation to compensate
for the lessor’s expected inflationary cost increases. If • In the principal market for the asset or liability, or
receipts from the lessee vary because of factors other
• In the absence of a principal market, in the most
than general inflation, then this condition is not met.
advantageous market for the asset or liability
(o) Impairment of Non-Financial Assets
The principal or the most advantageous market must be
The Company assesses at each reporting date whether accessible by the Company.
there is an indication that an asset may be impaired. If any
The fair value of an asset or a liability is measured using
indication exists, or when annual impairment testing for
the assumptions that market participants would use
an asset is required, the Company estimates the asset’s
when pricing the asset or liability, assuming that market
recoverable amount. An asset’s recoverable amount is
participants act in their economic best interest.
the higher of an asset’s or cash-generating units (CGU)
fair valueless costs of disposal and its value in use. The A fair value measurement of a non-financial asset takes into
recoverable amount is determined for an individual asset, account a market participant’s ability to generate economic
unless the asset does not generate cash inflows that are benefits by using the asset in its highest and best use or by
largely independent of those from other assets or Company selling it to another market participant that would use the
of assets. Where the carrying amount of an asset or CGU asset in its highest and best use.
exceeds its recoverable amount, the asset is considered
impaired and is written down to its recoverable amount. In The Company uses valuation techniques that are
assessing value in use, the estimated future cash flows are appropriate in the circumstances and for which sufficient
discounted to their present value using a pre-tax discount data are available to measure fair value, maximizing the
rate that reflects current market assessments of the time use of relevant observable inputs and minimizing the use
value of money and the risks specific to the asset. In of unobservable inputs.
determining net selling price, recent market transactions
are taken into account, if available. If no such transactions All assets and liabilities for which fair value is measured
can be identified, an appropriate valuation model is used. or disclosed in the standalone financial information are
These calculations are corroborated by valuation multiples, categorized within the fair value hierarchy, described as
quoted share prices for publicly traded companies or other follows, based on the lowest level input that is significant
available fair value indicators. to the fair value measurement as a whole:
Trade receivables are recognized initially at fair value and An equity instrument is any contract that evidences a
subsequently measured at amortized cost less provision residual interest in the assets of an entity after deducting all
for impairment. of its liabilities. Equity instruments issued by the Company
are recognised at the proceeds received, net of direct issue
Impairment of Financial Assets costs.
Expected credit losses are measured through a loss Trade and other payables represent liabilities for goods
allowance at an amount equal to: or services provided to the Company prior to the end of
financial year which are unpaid.
• the twelve month expected credit losses (expected
credit losses that result from those default events Borrowings
on the financial instruments that are possible within
twelve months after the reporting date); or Borrowings are initially recognised at fair value, net of
transaction costs incurred. Borrowings are subsequently
• full life time expected credit losses (expected credit measured at amortised cost. Any difference between the
losses that result from all possible default event over proceeds (net of transaction costs) and the redemption
the life of the financial instrument).
Derecognition of Financial Liabilities Final Dividends on shares are recorded on the date of
approval by the shareholders of the Company.
The Company derecognizes financial liabilities when, and
only when, the Company’s obligations are discharged,
cancelled or have expired.
062
Note No: 3 Property Plant & Equipment
(H in million)
Description Freehold Buildings Plant & Furniture Office Computers Vehicles Total
Land Machinery & Fittings Appliances
Certain borrowings of the Company have been secured against Property, Plant and Equipment (Refer Note No. 14 & 18)
01 001-021
Corporate Overview 02 022-040
Statutory Reports 03 041-148
Financial Statements
* During the year 2017-18, the Company has sold its shares held in the Subsidiary Company (i.e. M G Steel Limited) (Refer Note No. 45)
Certain borrowings of the Company have been secured against Inventories (Refer Note No. 14 & 18)
Valued at lower of cost and net realisable value - for further details refer Note 2 (i) of Accounting poilicies (Annexure V)
* the Company had earlier undertaken issue of 4 lakhs Equity Shares by Private Placement. However, out of those 4 lakhs shares
1,06,850 shares were never subscribed and remain unsubscribed. The Board at its meeting held on June 08, 2018 has approved to
cancel these 1,06,850 shares which remained unsubscribed, subject to approval of members of the Company.
The Company has one class of Equity Shares with a par value of H10/- per share. Each holder of equity share is entitled to one
vote per share. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company
after distribution of all preferential amounts, in the proportion of their holding. The shareholders have the right to receive
interim dividends declared by the Board of Directors and final dividend proposed by the Board of Directors and approved by the
Shareholders.
There have been no breach of covenants mentioned in the loan agreements during the reporting periods.
Overdraft limit of H200 million has been sanctioned by HDFC Bank against FDR and balance against this overdraft limit as at year
end is positive.
* The above information as required to be disclosed under Micro, Small and Medium Enterprises Development Act,2006 has been
determined to the extent such parties have been identified on the basis of information available with the company (Refer Note No. 33)
Consequent to the introduction of Goods and Services Tax (GST) with effect from July 01, 2017 Central Excise, Value Added Tax (VAT)
etc. have been subsumed into GST. In accordance with Indian Accounting Standard-18 “Revenue” and Schedule III of the Companies
Act 2013, unlike Excise Duties, levies like GST, VAT etc are not part of Revenue. Accordingly the figures for the year ended 31-Mar-18
are not strictly comparable. The following additional information is being provided to facilitate such understanding.
(H in million)
Particulars Year ended Year ended
31-Mar-18 31-Mar-17
Revenue from Operations (including Excise Duty) 3,364.44 3,091.25
Excise Duty 87.18 368.54
Revenue from Operations excluding Excise Duty 3,277.26 2,722.71
Interest income (calculated using the effective interest method) for financial assets
that are classified at amortised cost 28.15 18.06
* During the year 2017-18, the Company has sold its shares held in the Subsidiary
Company (i.e. M G Steel Limited) (Refer Note No. 45)
Interest expense (calculated using the effective interest method) for financial
3.47 3.61
liabilities that are Classified at Amortised Cost
Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted
average number of Equity shares outstanding during the year.
Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average
number of Equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued
on conversion of all the dilutive potential Equity shares into Equity shares, unless the effect of potential dilutive equity share is
antidilutive.
The following reflects the income and share data used in the basic and diluted EPS computations:
(H in million)
Particulars Year ended Year ended
31-Mar-18 31-Mar-17
Profit after tax for calculation of EPS (H in million) (A) 328.81 236.01
Number of equity shares post split* 2,186,300 2,186,300
Add: Effect of Bonus issue# 17,490,400 17,490,400
Weighted average number of equity shares in calculating diluted EPS (C) 19,676,700 19,676,700
Face Value per share (Amount in H) 5.00 5.00
Basic Earning per share (Amount in J) (A/B) 16.71 11.99
Diluted Earning per share (Amount in J) (A/C) 16.71 11.99
* The Board at its meeting held on June 08, 2018 has recommended to split the each equity share of H10/- each into two equity
shares of H5/- each subject to approval by members of the Company. Effect of the same has been considered while computing basic
and diluted EPS in accordance with Ind AS 33 "Earnings per Share".
# Further, the Board at its meeting held on June 08, 2018 has recommended to issue eight equity shares for each share held in
the company, subject to approval by members of the Company. Effect of the same has been considered while computing basic and
diluted EPS in accordance with Ind AS 33 “Earnings per Share”.
Note No: 33 Details of dues to micro and small enterprises as defined under the MSMED Act, 2006
(H in million)
Particulars Year ended Year ended
31-Mar-18 31-Mar-17
The principal amount and the interest due thereon remaining unpaid to any supplier - -
as at the end of each accounting year
The amount of interest paid by the buyer in terms of section 16 of the MSMED Act - -
2006 along with the amounts of the payment made to the supplier beyond the
appointed day during each accounting year
The amount of interest due and payable for the period of delay in making payment - -
(which have been paid but beyond the appointed day during the year) but without
adding the interest specified under the MSMED Act 2006
The amount of interest accrued and remaining unpaid at the end of each accounting - -
year
The amount of further interest remaining due and payable even in the succeeding - -
years, until such date when the interest dues as above are actually paid to the
small enterprise for the purpose of disallowance as a deductible expenditure under
section 23 of the MSMED Act 2006
The Company is primarily engaged in the business of “manufacturing and sale of helmets and two wheeler accessories” which in
context of Ind AS 108 “Segment Reporting” as referred to in Companies (Indian Accounting Standards) Rules, 2015 is considered as
the only Business Segment.
In light of section 135 of the Companies act 2013, the Company has carried out the following expenses on corporate social
responsibility (CSR) aggregating to INR 6.20 million for CSR activities carried out during the current year:
(H in million)
Particulars Year ended Year ended
31-Mar-18 31-Mar-17
(i) Gross amount required to be spent by the Company
during the year 6.14 4.39
In Cash Yet to be Total
paid in Cash
(ii) Amount spent during the year ending on March 31,
2018:
1. Construction / acquisition of any asset - - -
2. On purposes other than (i) above
– Studds Foundation 6.20 - 6.20
(iii) Amount spent during the year ending on March 31,
2017:
1. Construction / acquisition of any asset 4.40 - 4.40
2. On purposes other than (i) above
– Studds Foundation
Subsidiary Company:
Enterprises over which Key Management Personnel and their relatives are able to exercise significant influence
5 Alpine Apparels Private Limited Adavnce given against service contract 15.00 -
Advance received back with interest 15.00 -
Interest received on advance 0.72 -
The transactions related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding
balances at the year-end are unsecured and settlement occurs through banking channel. There have been no guarantees provided or
received for any related party receivables or payables. For the year ended 31 March 2018 and 2017, the Company has not recorded
any impairment of receivables relating to amounts owed by related parties. This assessment is undertaken each financial year
through examining the financial position of the related party and the market in which the related party operates.
(i) Leases
The Company has taken buildings under operating lease arrangements. Minimum lease payments under operating leases are
recognized on a straight line basis over the term of the lease. Rent expense for operating leases for the year ended March 31,
2018 is as follows:
(H in million)
Particulars Year ended Year ended Year ended
31-Mar-18 31-Mar-17 01-Apr-16
Rent Expense under Operating Lease 15.64 14.93 12.33
There are no significant restrictions imposed by the lease agreements and there are no sub leases. There are no contingent
rents. The operating lease agreements are renewable on a periodic basis. Some of these lease agreements have price escalating
clauses.
The Company has given space for mobile tower under operating lease arrangements. Minimum lease rentals under operating
leases are recognized on a straight line basis over the term of the lease. Rent income for operating leases for the year ended
March 31, 2018 is as follows:
(H in million)
Particulars Year ended Year ended Year ended
31-Mar-18 31-Mar-17 01-Apr-16
Rent Income under Operating Lease 0.26 0.24 0.24
There are no significant restrictions imposed by the lease agreements and there are no sub leases. There are no contingent
rents. The operating lease agreements are renewable on a periodic basis. Some of these lease agreements have price escalating
clauses.
Estimated amount of contracts remaining to be executed on capital account and not provided for are as follows:
(H in million)
Particulars As at As at As at
31-Mar-18 31-Mar-17 1-Apr-16
Estimated amount of contracts remaining to be executed
0.82 7.66 2.63
on capital account and not provided for
(a) The Company does not expect any reimbursements in respect of the above contingent liabilities
(b) It is not practicable for the Company to estimate the timings and amount of cash outlows, if any, in respect of the above
pending resolution of the respective proceedings.
(c) A workman has raised demand notice dt. 30/12/2014 and prayer made that the termination of service is illegal. Manangement
has put their defence. Now, the matter is fixed for final arguments.
(d) Another workman had filed a case in the Labour Court Faridabad against the Company regarding a termination of his
employment. He was granted 25 % back wages alongwith reinstatement. He filed a Writ Petition in the High Court for
enhancement of the back wages alongwith consequential benefits.
(B) Defined Benefit Plans and Other Long Term Benefits as per Ind AS 19 Employee Benefits:
The Company has defined benefit plan namely gratuity plan which is governed by payment of Gratuity Act 1972 and other
long term benefits namely Leave Encashment and Compensated Absences. The liability for both the liabilities is computed
using the projected unit credit method by a qualified actuary. Every employee who has completed five years or more of
service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service.
(vii) The principal assumptions used in determining defined benefit obligations are shown below:
(H in million)
Particulars Year ended Year ended Year ended
31-Mar-18 31-Mar-17 01-Apr-16
Discount rate 7.70 % p.a. 7.55 % p.a. 7.97 % p.a.
Attrition Rate 20.00 % p.a. 20.00 % p.a. 20.00 % p.a.
Salary growth rate 10.00 % p.a. 10.00 % p.a. 10.00 % p.a.
Mortality rate IALM 2006-08 IALM 2006-08 IALM 2006-08
The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and
other relevant factors, such as supply and demand in the employment market.
The sensitivity analyses above have been determined based on a method that extrapolates the impact on defined benefit
obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period.
The gratuity scheme is a final salary Defined Benefit Plan that provides for lump sum payment made on exit either by way
of retirement, death, disability, voluntary withdrawal. The benefits are defined on the basis of final salary and the period of
service and paid as lump sum at exit. The plan design means the risk commonly affecting the liabilities and the financial results
are expected to be:
(a) Interest rate risk: The defined benefit obligation calculated uses a discount rate based on government bonds, if bond yield
fall, the defined benefit obligation will tend to increase.
(b) Salary inflation risk: Higher than expected increases in salary will increase the defined benefit obligation.
(c) Demographic risk: This is the risk of variability of results due to unsystematic nature of decrements that include mortality,
withdrawal, disability and retirement. The effect of these decrements on the defined benefit obligation is not straight
forward and depends upon the combination of salary increase, discount rate and vesting criteria . It is important not to
overstate withdrawals because in the financial analysis the retirement benefit of a short career employee typically costs
less per year as compared to long career employee.
(c) The principal assumptions used in determining defined benefit obligations are shown below:
(H in million)
Particulars Year ended Year ended Year ended
31-Mar-18 31-Mar-17 01-Apr-16
Discount rate 7.70 % p.a. 7.55 % p.a. 7.97 % p.a.
Attrition Rate 20.00 % p.a. 20.00 % p.a. 20.00 % p.a.
Salary growth rate 10.00 % p.a. 10.00 % p.a. 10.00 % p.a.
Mortality rate IALM 2006-08 IALM 2006-08 IALM 2006-08
The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and
other relevant factors, such as supply and demand in the employment market.
Set out below, is a comparison by class of the carrying amounts and fair value of the Company’s financial instruments:
* Does not include investments in subsidiary which are measured at cost in accordance with Ind AS 101 and Ind AS 27
B. Financial Liabilities
(H in million)
Particulars 31-Mar-18 31-Mar-17 01-Apr-16
Carrying Carrying Carrying
Fair Value Fair Value Fair Value
Value Value Value
Non-Current Borrowings 3.51 3.51 24.75 24.75 24.30 24.30
Other Non-Current Financial Liabilities 262.23 262.23 14.37 14.37 13.00 13.00
Current Borrowings - - - - - -
Trade Payables 344.21 344.21 254.18 254.18 281.21 281.21
Other Current Financial Liabilities# 221.43 221.43 114.65 114.65 103.80 103.80
Total Financial Liabilities 831.39 831.39 407.95 407.95 422.32 422.32
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date under current market conditions.
The Company categorizes assets and liabilities measured at fair value into one of three levels depending on the ability to
observe inputs employed in their measurement which are described as follows:
Level 1
Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2
Inputs are inputs that are observable, either directly or indirectly, other than quoted prices included within level 1 for the asset
or liability.
Level 3
Inputs are unobservable inputs for the asset or liability reflecting significant modifications to observable related market data
or Company’s assumptions about pricing by market participants
Financial Assets
Financial investments as FVTPL
Investment in Quoted Shares (Level 1) 0.03 0.06 0.06
The management assessed that fair values of cash and cash equivalents, trade receivables, other bank balances, other current
financial assets, trade payables and other current financial liabilities approximates their carrying amounts largely due to the
short-term maturities of these instruments.
The fair values of security deposits and borrowings are considered to be the same as their fair values, as there is an immaterial
change in the lending rates.
There have been no transfer from one level to another level of valuation during the above periods.
The Company’s principal financial liabilities, comprise loans and borrowings, trade and other payables, security deposits and
employee liabilities. The main purpose of these financial liabilities is to finance the Company’s operations and to provide guarantees
to support its operations. The Company’s principal financial assets include trade and other receivables, cash and cash equivalents,
other bank balances, investment in equity shares and other receivables that derive directly from its operations.
The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management has assigned the
responsibility to oversee the management of these risks to its treasury team. The treasury team assesses the financial risks and
takes appropriate action to mitigate those risks. The treasury team provides assurance to the Company’s senior management that
the Company’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified,
measured and managed in accordance with the Company’s policies and risk objectives. The Board of Directors reviews and agrees
policies for managing each of these risks, which are summarised below.
Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market
prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk such as equity price risk. Financial
instruments affected by market risk include loans and borrowings, deposits and investment in equity shares.
The sensitivity analysis in the following sections relate to the position as at 31 March 2018, 2017 and 1st April 2016
The analysis exclude the impact of movements in market variables on the carrying values of gratuity, other post-retirement
obligations and other provisions.
The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks.
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s debt
obligations with floating interest rates.
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and
borrowings affected. With all other variables held constant, the Company’s profit before tax is affected through the impact on
floating rate borrowings, as follows:
(H in million)
Particulars Increase/decrease in Year ended Year ended Year ended
basis points 31-Mar-18 31-Mar-17 01-Apr-16
INR Loans* + 50 Basis Points (0.00) - (0.11)
INR Loans* - 50 Basis Points 0.00 - 0.11
*Does not include those loans whose rate of Interest is fixed.
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign
exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s
operating activities (when revenue or expense is denominated in a foreign currency).
Foreign Currency Exposure that have not been hedged by derivative Instrument are given below.
The following tables demonstrate the sensitivity to a reasonably possible change in exchange rates of USD and EURO, with all other
variables held constant. The impact on the Company’s profit before tax is due to changes in the fair value of monetary assets and
liabilities. The Company’s exposure to foreign currency changes for all other currencies is as under:
(H in million)
Currency Change in rate Effect on profit before tax for the year
31-Mar-18 31-Mar-17 01-Apr-16
USD Appreciation in INR by 5% 0.67 0.43 1.19
USD Depreciation in INR by 5% (0.67) (0.43) (1.19)
EURO Appreciation in INR by 5% 0.22 0.15 (0.00)
EURO Depreciation in INR by 5% (0.22) (0.15) 0.00
Credit Risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a
financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) including deposits with
banks and financial institutions.
Trade Receivables
Customer credit risk is being driven by Company’s established policy, procedures and control relating to customer credit risk
management. Credit quality of a customer is assessed based on an extensive credit rating scorecard and individual credit limits are
defined in accordance with this assessment. Outstanding customer receivables are regularly monitored.
The management believes that the trade receivables as on 31 March 2018, 2017 and 1st April 2016 are not subject to any further
credit risk. Accordingly, no new credit losses are being accounted for.
Ageing of Trade Receivables
(H in million)
Particulars As at 31-Mar-18 As at 31-Mar-17 As at 01-Apr-16
0-6 Months past due 120.97 39.36 84.28
6-12 Months past due 0.69 0.31 0.00
More than 12 months 0.19 0.01 0.08
Total 121.85 39.68 84.36
Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance
with the Company’s policy. Investments of surplus funds are made only with approved counterparties and within credit limits
assigned to each counterparty. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through
counterparty’s potential failure to make payments.
The Company’s maximum exposure to credit risk for the components of the balance sheet at 31 March 2018, 2017, 2016, 2015 &
2014 is the carrying amounts of balances with banks.
Liquidity Risk
The Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of long term bank
loans and short term borrowings etc. The Company has access to a sufficient variety of sources of funding and debt maturing within
12 months can be rolled over with existing lenders.
The table below summarises the maturity profile of the Company’s financial liabilities based on contractual undiscounted payments.
(H in million)
Nature of Liability More than 5
Up to 1 Year 1 to 5 years Total
years
As at 31 March 2018
Non-Current Borrowings 4.14 3.51 - 7.65
Other Non-Current Financial Liabilities - 262.23 - 262.23
Trade Payables 344.21 - - 344.21
Other Current Financial Liabilities 217.29 - - 217.29
Total 565.64 265.74 - 831.39
(H in million)
Nature of Liability More than 5
Up to 1 Year 1 to 5 years Total
years
As at 31 March 2017
Non-Current Borrowings 4.00 24.75 - 28.75
Other Non-Current Financial Liabilities - 14.37 - 14.37
Trade Payables 254.18 - - 254.18
Other Current Financial Liabilities 110.65 - - 110.65
Total 368.83 39.12 - 407.95
For the purpose of the Company’s capital management, capital includes issued equity capital and other equity reserves attributable
to the equity holders of the Company. The primary objective of the Company’s capital management is to maximise the shareholder
value.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements
of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders,
return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by
total equity. The Company includes within net debt borrowings & trade payables, less cash and cash equivalents.
(H in million)
Particulars As at 31-Mar-18 As at 31-Mar-17 As at 01-Apr-16
Borrowings 7.65 28.75 26.57
Trade Payables 344.21 254.18 281.21
Less: Cash and cash equivalents 171.44 100.84 82.20
Net Debt (A) 180.42 182.10 225.58
Equity (B) 1,186.88 870.25 635.35
Net Debt/ Equity Ratio (A/B) 15.20% 20.92% 35.50%
In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets
financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in
meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in
the financial covenants of any interest-bearing loans and borrowing.
The preparation of the Company’s Standalone financial information requires management to make judgments, estimates and
assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and
the disclosure of contingent liabilities. These include recognition and measurement of financial instruments, estimates of useful lives
and residual value of Property, Plant and Equipment and intangible assets, valuation of inventories, measurement of recoverable
amounts of cash-generating units, measurement of employee benefits, actuarial assumptions, provisions etc.
Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying
amount of assets or liabilities affected in future periods. The Company continually evaluates these estimates and assumptions based
on the most recently available information. Revisions to accounting estimates are recognized prospectively in the Statement of Profit
and Loss in the period in which the estimates are revised and in any future periods affected.
A. Judgments
In the process of applying the Company’s accounting policies, management has made the following judgments, which have the
most significant effect on the amounts recognized in the financial statements:
The Company has entered into leasing arrangements wherein the Company is receiving lease rental income. The Company has
determined, based on an evaluation of the terms and conditions of the arrangements e.g. lease term, lease rental income, fair value
of the land, transfer / retention of significant risks and rewards of ownership of land determined the lease as operating leases.
The Company has entered into leasing arrangements wherein the Company is required to pay monthly lease rentals. The
Company has determined, based on an evaluation of the terms and conditions of the arrangements e.g. lease term, lease rental
income, fair value of the land, transfer / retention of significant risks and rewards of ownership of land determined the lease as
operating leases.
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year
are described below. The Company based its assumptions and estimates on parameters available when the Standalone financial
information were prepared. Existing circumstances and assumptions about future developments, however, may change due to
market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions
when they occur.
The contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the
occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company. The Company
evaluates the obligation through Probable, Possible or Remote model (‘PPR’). In making the evaluation for PPR, the Company
take into consideration the Industry perspective, legal and technical view, availability of documentation/agreements,
interpretation of the matter, independent opinion from professionals (specific matters) etc. which can vary based on
subsequent events. The Company provides the liability in the books for probable cases, while possible cases are shown as
contingent liability. The remote cases are disclosed in the Standalone financial information.
The impairment provisions for trade receivables are based on assumptions about risk of default and expected loss rates.
The company uses judgment in making these assumptions and selecting the inputs to the impairment calculation based on
the company’s past history and other factors at the end of each reporting period.
An impairment exists when the carrying value of an asset exceeds its recoverable amount. Recoverable amount is
the higher of its fair value less costs to sell and its value in use. The value in use calculation is based on a discounted cash
flow model. In calculating the value in use, certain assumptions are required to be made in respect of highly uncertain
matters, including management’s expectations of growth in EBITDA, long term growth rates; and the selection of
discount rates to reflect the risks involved.
The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial
valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in
the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the
complexity of the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these
assumptions. All assumptions are reviewed at each reporting date.
In determining the appropriate discount rate, management considers the interest rates of government bonds, and
extrapolated maturity corresponding to the expected duration of the defined benefit obligation. The mortality rate is based
on publicly available mortality tables for the specific countries. Future salary increases and pension increases are based on
expected future inflation rates for the respective countries.
(v) Taxes
Provision for tax liabilities require judgments on the interpretation of tax legislation, developments in case law and the
potential outcomes of tax audits and appeals which may be subject to significant uncertainty. Therefore the actual
results may vary from expectations resulting in adjustments to provisions, the valuation of deferred tax assets, cash tax
settlements and therefore the tax charge in the statement of profit or loss.
* Proposed dividends on equity shares are subject to approval at the ensuring annual general meeting and are not recognized as a
liability (including Dividend distribution tax thereon) until approved by shareholders.
* The Company has recommended dividends on equity shares @ 10% on paid up share capital of the company i.e 0.50 per paid up
equity share (post subdivision of and Bonus of Shares), are subject to approval at the ensuring annual general meeting and are
not recognized as a liability (including Dividend distribution tax thereon) until approved by shareholders.
The disclosure of the details of Specified Bank Notes (SBN) held and transacted during the period from 8th November, 2016 to 30th
December, 2016 by the company as provided in the Table below:
(H in million)
Other denomination
Particulars SBNs Total
notes
Closing cash in hand as on 08.11.2016 0.36 0.31 0.67
(+) Permitted receipts - 0.76 0.76
(-) Permitted payments - (0.96) (0.96)
(-) Amount deposited in Banks (0.36) - (0.36)
Closing cash in hand as on 30.12.2016 - 0.10 0.10
During the year 2017-18, the Company has has sold its entire stake (i.e. 99.24%, no. of shares 77,900) in its subsidiary company
i.e. MG Steel Limited w.e.f. March 08, 2018 as a result of which the Company has derecognised the investment held in subsidiary and
recognised the gain on disposal of sale in Standalone statement of profit and loss.
Note No: 47 Amendments to existing standards that are not yet effective and have not been adopted by
the company
On March 28, 2018, the Ministry of Corporate Affairs (“the MCA”) notified the Companies (Indian Accounting Standards) Amendment
Rules, 2018 containing Appendix B to Ind AS 21, Foreign currency transactions and advance consideration which clarifies the date of
the transaction for the purpose of determining the exchange rate to use on initial recognition of related asset, expense or income,
when an entity has received or paid advance consideration in foreign currency. The amendment will come into force from April 01,
2018. The Company has evaluated the effect of this on the financial statements and the impact is not material.
On March 28, 2018, the MCA notified the Ind AS 115. The core principle of the new standard is that an entity should recognize
revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the
- Retrospective approach- Under this approach the standard will be applied retrospectively to each prior reporting period
presented in accordance with Ind AS 8, Accounting Policies, Changes in Accounting Estimates and Errors
- Retrospectively with cumulative effect of initially applying the standard recognised at the date of initial application
(cumulative catch - up approach)
The effective date of adoption of Ind AS 115 is the financial year beginning on or after April 01, 2018. The Company will adopt the
standard on April 01, 2018 by using the cumulative catch-up transition method and accordingly, comparatives for the year ending
or ended March 31, 2018 will not be retrospectively adjusted. The effect on adoption of Ind AS 115 is expected to be insignificant.
The above statement should be read together with significant accounting policies in Annexure V, adjustments to audited standalone
financial statements in Annexure VI and notes to the Standalone financial statements in Annexure V.
The Standalone statement of assets and liabilities of the Company as at March 31, 2018 and March 31, 2017 and the Standalone
statement of profit and loss, the Standalone statement of changes in equity and the Standalone statement of cash flows for the years
ended March 31, 2018 and March 31 2017 and restated other standalone financial information (together referred as ‘Standalone
financial information’) has been prepared under Indian Accounting Standards (‘Ind AS’) notified under Section 133 of the Companies
Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015.
A. Exemptions applied:
Ind AS 101 allows first-time adopters certain exemptions from the retrospective application of certain requirements under Ind
AS. The Company has applied the following exemptions:
(i) Estimates
The estimates at 01 April 2016 and 31 March 2017 are consistent with those made for the same dates in accordance with
Indian GAAP (after adjustments to reflect any differences in accounting policies).
The company has applied the de-recognition requirements in Ind AS 109 prospectively for transactions occurring on or
after the date of transition to Ind AS (i.e. April 01, 2016).
(iii) Deemed cost-Previous GAAP carrying amount (PPE and Intangible Assets)
Property Plant & Equipment and Intangible assets- As permitted by Ind AS 101, the Company has elected to continue with
the carrying values under previous GAAP as ‘deemed cost’ at April 01, 2016 for all the items of property, plant & equipment
and intangible assets.
For leases of both land and building elements, the Company has used Ind AS 101 exemption and has assessed the
classification of each element as finance or an operating lease at the date of transition (April 01, 2016) to Ind AS on the
basis of the facts and circumstance existing as at that date.
The Company has elected this exemption and opted to continue with the carrying value of investment in subsidiary as
recognised in its Indian GAAP financials, as deemed cost at the date of transition.
Ind AS 103 Business Combinations has not been applied to business combinations, which are considered businesses under
Ind AS that occurred before April 01, 2016. Use of this exemption means that the Indian GAAP carrying amounts of assets
and liabilities, that are required to be recognised under Ind AS, is their deemed cost at the date of the acquisition after
considering specific adjustments as required by paragraph C4 of Appendix C of Ind AS 101. For the purpose of Ind AS
financial statements for the year ended March 31, 2016, 2015 and 2014, the Company has continued with the existing
exemption on the date of transition (i.e. April 01, 2016) and no retrospective assessment/ adjustments have been made
except as those required by Para C4 of Appendix C of Ind AS 101.
Reconciliations between previous GAAP and Ind AS Ind AS 101 requires an entity to reconcile equity, total comprehensive
income and cash flows for prior periods. The following tables represent the reconciliations from previous GAAP to Ind AS.
Note: No statement of comprehensive income was produced under previous GAAP. Therefore the above reconciliation starts
with profit under previous GAAP.
There were no significant item between Cash Flows prepared under Indian GAAP and those prepared under Ind AS.
Reconciliation of the assets and liabilities presented in the balance sheet prepared as per Indian GAAP and as per Ind AS as at
31st March 2017 are as follows:
(H in million)
Particulars Ind AS
Notes As per IGAAP As per Ind AS
Adjustments
ASSETS
Non-Current Assets
Property Plant & Equipment 803.44 - 803.44
Capital Work in Progress 6.53 - 6.53
Intangible Assets 4.41 - 4.41
Financial Assets
- Non-Current Investments 2 3.27 (0.02) 3.25
Total Non-Current Assets 817.66 (0.02) 817.64
Current Assets
Inventories 109.90 - 109.90
Financial Assets
- Trade Receivables 39.68 - 39.68
- Cash & Cash Equivalents 100.84 - 100.84
- Other Bank Balances 316.34 - 316.34
- Other Financial Assets 8.26 - 8.26
Other Current Assets 24.35 - 24.35
Total Current Assets 599.37 - 599.37
Total Assets 1,417.03 (0.02) 1,417.01
EQUITY AND LIABILITIES
Equity
Equity Share Capital 10.93 - 10.93
Other Equity 1, 2 & 5 846.62 12.70 859.32
Total Equity 857.55 12.70 870.25
Liabilities
Non-Current Liabilities
Financial Liabilities
- Non-Current Borrowings 24.75 - 24.75
- Other Non-Current Financial Liabilities 14.37 - 14.37
Non-Current Provisions 5 17.77 (7.93) 9.84
Deferred Tax Liability (Net) 82.79 - 82.79
Total Non-Current Liabilities 139.67 (7.93) 131.75
Current Liabilities
Financial Liabilities
- Trade Payables 254.18 - 254.18
- Other Current Financial Liabilities 114.65 - 114.65
Other Current Liabilities 27.35 - 27.35
Current Provisions 1&5 11.84 (4.79) 7.05
Current Tax Liabilities (Net) 11.76 - 11.76
Total Current Liabilities 419.79 (4.79) 414.99
Total Liabilities 559.46 (12.72) 546.74
Total Equity and Liabilities 1,417.01 (0.02) 1,416.99
Reconciliation of the assets and liabilities presented in the balance sheet prepared as per Indian GAAP and as per Ind AS as at
1st April 2016 are as follows:
(H in million)
Particulars Ind AS
Notes As per IGAAP As per Ind AS
Adjustments
ASSETS
Non-Current Assets
Property Plant & Equipment 744.64 - 744.64
Capital Work in Progress 0.06 - 0.06
Intangible Assets 4.22 - 4.22
Financial Assets
- Non-Current Investments 2 3.27 (0.03) 3.24
Total Non-Current Assets 752.19 (0.03) 752.16
Current Assets
Inventories 78.25 - 78.25
Financial Assets
- Trade Receivables 84.36 - 84.36
- Cash & Cash Equivalents 82.20 - 82.20
- Other Bank Balances 205.94 - 205.94
- Other Financial Assets 8.06 - 8.06
Other Current Assets 23.31 - 23.31
Total Current Assets 482.12 - 482.12
Total Assets 1,234.31 (0.03) 1,234.28
EQUITY AND LIABILITIES
Equity
Equity Share Capital 10.93 - 10.93
Other Equity 1, 2 & 5 621.99 2.43 624.42
Total Equity 632.92 2.43 635.35
Liabilities
Non-Current Liabilities
Financial Liabilities
- Non-Current Borrowings 24.30 - 24.30
- Other Non-Current Financial Liabilities 13.00 - 13.00
Non-Current Provisions 5 15.40 (7.12) 8.28
Deferred Tax Liability (Net) 65.25 - 65.25
Total Non-Current Liabilities 117.95 (7.12) 110.83
Current Liabilities
Financial Liabilities
- Trade Payables 281.21 - 281.21
- Other Current Financial Liabilities 103.80 - 103.80
Other Current Liabilities 30.38 - 30.38
Current Provisions 1&5 1.32 4.66 5.97
Current Tax Liabilities (Net) 66.74 - 66.74
Total Current Liabilities 483.45 4.66 488.10
Total Liabilities 601.40 (2.46) 598.93
Total Equity and Liabilities 1,234.33 (0.03) 1,234.28
Reconciliation of Statement of Profit and Loss account prepared as per Indian GAAP and as per Ind AS as at 31st March 2017 are
as follows:
(H in million)
Particulars Ind AS
Notes As per IGAAP As per Ind AS
Adjustments
Income
Revenue from Operations 4 2,722.71 368.54 3,091.25
Other Income 2 20.07 0.01 20.08
Total Revenue 2,742.78 368.55 3,111.33
Expenses
Cost of Material Consumed 1,258.11 - 1,258.11
(Increase)/decrease in Inventories of Finished Goods (19.63) - (19.63)
and Work-in-Progress
Excise Duty on sale of goods 4 - 368.54 368.54
Employee Benefit Expense 3&5 270.60 0.58 271.17
Finance Cost 3.61 - 3.61
Depreciation and Amortisation Expense 52.23 - 52.23
Other Expenses 810.54 - 810.54
Total 2,375.47 369.12 2,744.59
Profit before Tax 367.31 (0.57) 366.75
Tax Expense:
Current Tax 113.18 (0.11) 113.07
Deferred Tax 17.54 - 17.54
Tax relating to earlier periods 0.13 - 0.13
Total Tax Expense 130.84 (0.11) 130.73
Profit for the year 236.47 (0.46) 236.01
Other Comprehensive Income
Items that will not be reclassified to profit or loss
Re-measurement gains/(losses) on defined benefit 3 - 0.31 0.31
plans
Income tax effect 3 - (0.11) (0.11)
Total other comprehensive income - 0.20 0.20
Total Comprehensive Income for the year 236.47 (0.26) 236.21
Reconciliation of Statement of Profit and Loss account prepared as per Indian GAAP and as per Ind AS as at 1st April2016 are as
follows:
(H in million)
Particulars Ind AS
Notes As per IGAAP As per Ind AS
Adjustments
Income
Revenue from Operations 4 2,568.02 351.32 2,919.34
Other Income 10.92 - 10.92
Total Revenue 2,578.94 351.32 2,930.26
Expenses
Cost of Material Consumed 1,196.23 - 1,196.23
(Increase)/decrease in Inventories of Finished Goods (6.74) - (6.74)
and Work-in-Progress
Excise Duty on sale of goods 4 - 351.32 351.32
Employee Benefit Expense 3&5 221.41 (1.86) 219.54
Finance Cost 5.18 - 5.18
Depreciation and Amortisation Expense 38.29 - 38.29
Other Expenses 2 740.13 0.02 740.15
Total 2,194.50 349.47 2,543.97
Profit before Tax 384.44 1.85 386.28
Tax Expense:
Current Tax 123.43 0.08 123.50
Deferred Tax 16.34 - 16.34
Tax relating to earlier periods 0.85 - 0.85
Total Tax Expense 140.62 0.08 140.69
Profit for the year 243.82 1.77 245.59
Other Comprehensive Income
Items that will not be reclassified to profit or loss
Re-measurement gains/(losses) on defined benefit 3 - (0.22) (0.22)
plans
Income tax effect 3 - 0.08 0.08
Total other comprehensive income - (0.14) (0.14)
Total Comprehensive Income for the year 243.82 1.63 245.45
Under the previous GAAP, proposed dividend including corporate dividend tax (CDT), are recognised as liability in the period to which
they relate, irrespective of when they are declared. Under Ind AS, proposed dividend is recognised as liability in the period in which
it is declared by the Company, usually when approved by the shareholders in a Annual general meeting, or paid.
The Company has valued investments in equity shares (other than Investment in Subsidiary which are accounted at cost), at fair
value. Impact of fair value changes as on the date of transition, is recognised in the opening reserves and changes thereafter are
recognised in the Statement of Profit and Loss.
Under Indian GAAP, the entire cost, including actuarial gains and losses, are charged to profit or loss. Under Ind AS, remeasurements
[comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net
defined benefit liability and the return on plan assets excluding amounts included in net interest on the net defined benefit liability]
are recognised in OCI.
Under the previous GAAP, revenue from sale to goods was presented exclusive of excise duty. Under Ind AS revenue from sales of
goods is presented inclusive of excise duty. Excise duty paid is presented on face of Statement of Profit and Loss as a part of expense.
Under the previous GAAP, the Company had booked liability for Gratuity & Leave Encashment on the basis of management’s estimate
rather than on the basis of Accounting Standard- 15 “Employee Benefits”. Now the Company has recorded the liability in accordance
with Ind AS 19 “Employee Benefits”. Further, under IGAAP entire amount for Gratuity and Leave Encashment was treated as Non-
Current, now the same has been divided between Current and Non-Current as per Actuarial Report.
(H in million)
Particulars Year ended Year ended Year ended
31-Mar-18 31-Mar-17 01-Apr-16
Basic and Diluted Earnings per Share (H) 16.71 11.99 12.48
Return on Net Worth (%) 27.70% 27.12% 38.65%
Net asset value per equity share (H) 1,085.75 796.10 581.21
Weighted average number of equity shares for Basic and
19,676,700 19,676,700 19,676,700
Diluted Earnings Per Equity Share
Net Profit after tax, as restated (H In million) 328.81 236.01 245.59
Equity Share Capital (H In million) 10.93 10.93 10.93
Other Equity (H In million) 1,175.95 859.32 624.42
Net Worth (Total Equity) (H In million) 1,186.88 870.25 635.35
Notes:
1. The ratios on the basis of Restated financial information have been computed as below:
2. Weighted average number of equity shares is the number of equity shares outstanding at the beginning of the year adjusted
by the number of equity shares issued during the year multiplied by the time weighting factor. The time weighting factor is the
number of days for which the specific shares are outstanding as a proportion of total number of days during the year. This has
been adjusted for all periods presented by giving effect to bonus and subdivision subsequent to the balance sheet date.
3. Earning per Share(EPS) calculation is in accordance with the notofied Indian Accounting Standard (Ind AS) 33 ‘Earnings Per
Share’ prescribed by the Companies (Indian Accounting Standards) Rules,2015.
4. Subsequent to March 31, 2018, the Board of Directors of the Company, in its meeting held on 08th June, 2018, have recommended
to the members for split of equity shares of H10/- each to H5/- each, subject to approval by the members of the company.
Further, the Board have also recommended to the members for the issue and allotment of bonus shares in the ratio of 8 (eight)
equity shares for every 1 (One) equity share (post split) held by the equity shareholders of the Company, subject to approval
by the members of the company.
5. Net Worth means the aggregate value of paid up share capital of company and all reserves created out of profits and securities
premium account as per Standalone Statement of Assets and Liabilities of the Company.
6. The above ratios have been computed on the basis of the Standalone Financial Information
The above statement should be read together with significant accounting policies in Annexure V, adjustments to audited
standalone financial statements in Annexure VI and notes to the Standalone financial statements in Annexure V.
(H in million)
Particulars Year ended Year ended Year ended
31-Mar-18 31-Mar-17 01-Apr-16
Accounting Profit before Tax 514.80 366.75 386.28
Rate of Tax 34.608% 34.608% 34.608%
Computed Tax Expense 178.16 126.92 133.69
Tax effect of:
Depreciation Allowance (10.99) (18.32) (18.33)
Disallowances / (Allowances) 7.62 4.47 8.15
Profit on sale of Investments (2.66) - -
Change in fair value of financial Instruments (0.01) 0.00 (0.01)
Current Tax Expense (A) 172.12 113.07 123.50
Tax relating to earlier periods (B) 0.44 0.13 0.85
Deferred Tax Expense:
Incremental Deferred Tax Liability on account of Property, Plant &
13.77 18.36 18.03
Equipment and Intangible Assets
Incremental Deferred Tax Liability on account of Temporary
(0.34) (0.82) (1.69)
Allowances/Dis-allowances under Income Tax Act, 1961
Deferred Tax Expense (C) 13.43 17.54 16.34
Total Tax Expense (A+B+C) 185.99 130.73 140.69
Consolidated
Financial
Statements
We have audited the accompanying consolidated financial required to be included in the audit report under the provisions
statements of Studds Accessories Limited ('the Company') and of the Act and the rules made there under.
its subsidiary M G Steel Ltd. ('the Holding Company and the
subsidiary together referred to as the Group') which comprise We conducted our audit in accordance with the Standards on
the consolidated balance sheet as at March 31, 2018, the Auditing specified under section 143(10) of the Act. Those
consolidated statement of profit and loss (including Other Standards require that we comply with ethical requirements
Comprehensive income), the consolidated cash flow statement and plan and perform the audit to obtain reasonable assurance
and the consolidated statement of Changes in Equity for the about whether the consolidated Ind AS financial statements are
year then ended, and a summary of the significant accounting free from material misstatement.
policies and other explanatory information (hereinafter referred
An audit involves performing procedures to obtain audit
to as the consolidated Ind AS financial statements).
evidence about the amounts and disclosures in the consolidated
Ind AS financial statements. The procedures selected depend
Management's responsibility for the consolidated on the auditor's judgement, including the assessment of the
financial statements risks of material misstatement of the consolidated Ind AS
financial statements, whether due to fraud or error. In making
The Holding Company's Board of Directors is responsible for those risk assessments, the auditor considers internal financial
the matters stated in section 134(5) of the Companies Act, control relevant to the Holding Company's preparation and
2013 ('the Act') with respect to the preparation of these presentation of the consolidated Ind AS financial statements
consolidated Ind AS financial statements that give a true and that give a true and fair view in order to design audit procedures
fair view of the consolidated financial position, consolidated that are appropriate in the circumstances, but not for the
financial performance including other comprehensive income, purpose of expressing an opinion on whether the Company
consolidated cash flows and change in equity of the group in has in place an adequate internal financial controls system over
accordance with the accounting principles generally accepted financial reporting and the operating effectiveness of such
in India, including the Accounting Standards (Ind AS) specified controls. An audit also includes evaluating the appropriateness
under section 133 of the Act, read with the Companies of accounting policies used and the reasonableness of the
(Indian Accounting Standards) Rules, 2015 as amended. accounting estimates made by the Company's Directors, as well
This responsibility also includes maintenance of adequate as evaluating the overall presentation of the consolidated Ind
accounting records in accordance with the provisions of the Act AS financial statements.
for safeguarding the assets of the Company and for preventing
and detecting frauds and other irregularities; for selection We believe that the audit evidence we have obtained is sufficient
and application of the appropriate accounting policies; making and appropriate to provide a basis for our audit opinion on the
judgements and estimates that are reasonable and prudent; consolidated Ind AS financial statements.
and the design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for
Other Matters
ensuring the accuracy and completeness of accounting records,
relevant to the preparation and presentation of the consolidated • We have not audited the financial statements of subsidiaries
Ind AS financial statements that give a true and fair view and namely MG Steel LIMITED, whose financial statements
are free from material misstatement, whether due to fraud or reflect total assets of H75.17 lacs as at March 08, 2018,
error which have been used for the purpose of preparation of total Revenue/(Expenditure) of H21.25/(0.12) lacs and Cash
the Consolidated Ind AS financial statements by the Board of inflows/(outflows) H25.12 lacs/(H9.07) lacs respectively for
Directors of the Holding company as aforesaid . the period ended on March 08,2018 respectively i.e till the
date of existence of subsidiary. These financial statements
Auditor's responsibility and other financial information have been provided to us
by the management and has been audited by other auditor
Our responsibility is to express an opinion on these consolidated and our opinion on the financial results, to the extent they
Ind AS financial statements based on our audit. have been derived from such financial statements is based
solely on the statement of subsidiary.
We have taken into account the provisions of the Act, the
accounting and auditing standards and matters which are
(a) We have sought and obtained all the information and (a) The company has disclosed the impact of pending
explanations which to the best of our knowledge and litigations on its consolidated Ind AS financial position
belief were necessary for the purposes of our audit of the in its financial statements – Refer Additional Notes to
aforesaid consolidated Ind AS financial statements. the financial statements 37(iii), Contingent Liability;
(b) In our opinion proper books of account as required by law (b) The company has made provision, as required under
have been kept by the Company so far as it appears from the applicable law or accounting standards, for material
our examination of those books; foreseeable losses, if any, on long-term contracts
including derivative contracts.
(c) The consolidated balance sheet, the consolidated statement
of profit and loss (including Other Comprehensive income), (c) There has been no delay in transferring amounts,
the consolidated cash flow statement and Consolidated required to be transferred, to the Investor Education
Statement of Changes in Equity dealt with by this Report and Protection Fund by the Company.
are in agreement with the books of accounts;
(e) On the basis of the written representations received from CA Rajan Chhabra
the directors of the Holding Company as on 31 March Partner
2018 taken on record by the Board of Directors, none of M.No: 088276
the directors is disqualified as on 31st March 2018 from
being appointed as a director in terms of Section 164 (2) Faridabad
of the Act; 8th June,2018
Other Matters 2018, based on the internal control over financial reporting
criteria established by the Company considering the essential
Our aforesaid report under Section 143(3)(i) of the Act on components of internal control stated in the Guidance Note on
the adequacy and operating effectiveness of the internal Audit of Internal Financial Controls Over Financial Reporting
financial controls over financial reporting in so far as it relates issued by the Institute of Chartered Accountants of India.
to subsidiary company is based on the representation received
from the auditor of the subsidiary company.
For Rajan Chhabra & Co.
Chartered Accountants
Opinion FRN: 009520N
In our opinion, the Company has, in all material respects, except CA Rajan Chhabra
for the possible effects of the matter described in others matter (Partner)
paragraph, an adequate internal financial controls system over M. No. : 088276
financial reporting and such internal financial controls over
financial reporting were operating effectively as at 31 March, Date:8th June,2018
The above statement should be read together with significant accounting policies in Annexure V, adjustments to audited consilidated
financial statements in Annexure VI and notes to the Consolidated financial statements in Annexure V.
The above statement should be read together with significant accounting policies in Annexure V, adjustments to audited consilidated
financial statements in Annexure VI and notes to the Consolidated financial statements in Annexure V.
(H in million)
Particulars As at As at As at
31-Mar-18 31-Mar-17 31-Mar-17
Equity share of H10/- each
Balance at the beginning of the year 10.93 10.93 10.93
Movement during the year - - -
Balance at the end of the year 10.93 10.93 10.93
(H in million)
Particulars Reserves and surplus Non
Other Equity
Controlling
Securities General Retained attributable
Interest
Premium Reserves Earnings to Owners
The above statement should be read together with significant accounting policies in Annexure V, adjustments to audited
consilidated financial statements in Annexure VI and notes to the Consolidated financial statements in Annexure V.
(H in million)
Particulars For the year ended For the year ended
31-Mar-2018 31-Mar-2017
A Cash Flow from Operating Activities
Profit before Tax 511.22 368.63
Adjustments for:
Depreciation and Amortisation Expense 57.39 52.23
(Gain)/Loss in change in fair value of financial instruments 0.04 (0.01)
Finance Cost 3.47 3.61
Rent Income (2.22) (2.06)
Interest Income (28.31) (18.15)
Profit on Sale of Investments (17.60) -
Loss on sale of Property, Plant and Equipment 0.15 1.73
Other Income (1.74) (1.77)
Operating Profit before working Capital changes 522.38 404.25
Working capital adjustments:
Movement in trade & other payables 134.04 (17.09)
Movement in trade & other receivables (76.49) 43.42
Movement in inventories (16.81) (31.65)
Cash Generated from Operations 563.13 398.92
Direct Taxes Paid and Taxes earlier years (136.88) (168.39)
Net Cash Flow from Operating Activities (A) 426.25 230.54
B Cash Flow from Investing Activities
Purchases of Property, Plant and Equipment (PPE) (228.92) (120.73)
Sale proceeds from sale of PPE 0.14 1.29
Sale proceeds from sale of Investments 26.49 -
(Investment) In Fixed Deposits/Maturity (149.36) (112.46)
Rent Received 2.22 2.06
Interest Received 28.31 18.15
Other Income Received 1.74 1.77
Net Cash Flow from Investing Activities (B) (319.38) (209.92)
C Cash Flow from Financing Activities
Proceeds/(Repayment) from Non-Current Borrowings (Net) (21.10) 2.18
Proceeds/(Repayment) from Current Borrowings (Net) - -
Dividend Including Dividend Distribution Tax (11.69) (1.27)
Interest Paid (3.47) (3.61)
Net Cash Flow from Financing Activities ( C) (36.26) (2.70)
Net increase in Cash and Cash Equivalents (A+B+C) 70.60 17.91
Cash and Cash Equivalent at the beginning of the year 101.56 83.65
Less: Opening Cash and Cash Equivalent of MG Steel Limited disposed during the 0.72 -
year 2017-18*
Net Cash and Cash Equivalent at the beginning of the year 100.84 83.65
Cash and Cash Equivalent at the end of the year 171.44 101.56
The amendments to Ind AS 7 Cash Flow Statements requires to provide disclosures that enable users of financial statements to
evaluate changes in liabilities arising from financing activities,including both changes arising from cash flows and non cash changes,
suggesting inclusion of a reconciliation between the opening and the closing baalnces in the balance sheet for liabilities arising from
financing activities.to meet the disclosure requirement. the amendment become effective from April 01,2017 and the required
disclosure is amde below. There is no impact on the financial statements due to this amendment.
(H in million)
Particulars As at 31 -Mar-17 Cash Flows Non-cash changes As at 31 -Mar-18
Proforma
Borrowings-Non Current 28.75 (21.10) - 7.65
Borrowings- Current - - - -
The above statement should be read together with significant accounting policies in Annexure V, restatement adjustments to audited
consilidated financial statements in Annexure VI and notes to the Consolidated financial statements in Annexure V.
* During the year 2017-18, the Company has sold its entire investments in subsidiary company
(i.e. MG Steel Limited) (Refer Note No. 45)
(i) The above Cash Flow Statement has been prepared under the “Indirect Method” as set out in Indian Accounting Standard (Ind
AS) 7 “Statement of Cash Flow”
(ii) During the year the Company spent H6.20 million on CSR Expenses in accordance with the provision of the Companies Act, 2013
(iii) Cash and Cash Equivalents includes Bank Balances and Cash in hand as per Note No. 8
STUDDS ACCESSORIES LIMITED (“the Company”) is a public The Consolidated Financial Information have been prepared
company domiciled in India and is incorporated under the in accordance with Ind AS 103-“Business Combinations”,
provisions of the Companies Act, 1956. The registered Ind AS 110 “Consolidated Financial Statements”, Ind AS 111
office of the company is located at 23/7, Mathura Road, “Joint Arrangements”, Ind AS 112 “Disclosure of Interests in
Ballabgarh, Faridabad 121004 Haryana. Other Entities”, Ind AS 28 “Investments In Associates and
Joint Ventures” and other accounting pronouncements of
Studds Accessories Limited is one of the leading the Institute of Chartered Accountants of India.
manufacturers and exporters of Helmets & two wheeler
accessories in India. The product range of the Company The Consolidated Financial Information are prepared using
includes two Wheeler Accessories. uniform accounting policies for like transactions and other
events in similar circumstances and are presented to the
extent possible in the same manner as the Company’s
2. Significant Accounting Policies
Standalone Financial Information. Accounting policies
(a) Statement of Compliance of consolidated companies have been changed where
necessary to ensure consistency with the policies adopted
The Consolidated Statement of Assets and Liabilities of by the group.
the Group as at March 31, 2018, March 31, 2017 and the
Consolidated Statement of Profit and Loss, the Consolidated The amounts shown in respect of other equity comprise the
Statement of Changes in Equity and the Consolidated amount of the relevant reserves as per the Balance Sheet
Statement of Cash flows for the year ended March 31, of the Parent Company and its share in the post-acquisition
2018 and for the year ended March 31, 2017 and Other increase/decrease in the reserves of the consolidated
Consolidated Financial Information (together referred as entities.
‘Consolidated Financial Information’) has been prepared
Subsidiaries
under Indian Accounting Standards (‘Ind AS’) notified
under Section 133 of the Companies Act, 2013 read with Subsidiaries are all entities over which the group has
the Companies (Indian Accounting Standards) Rules, 2015. control. The group controls an entity when the group
is exposed to, or has right to variable returns from its
The Financial Information (including Consolidated Ind AS
involvement with the entity and has the ability to affect
financial information for the years ended March 31, 2018
those returns through its power to direct the relevant
and March 31, 2017) have been compiled by the Company
activities of the entity. Subsidiaries are fully consolidated
under Ind AS.
from the date on which control is transferred to the Group.
For all periods up to and including the year ended March They are deconsolidated from the date the control cease.
31, 2017, the Company prepared its audited consolidated
The group combines the financial statements of the
financial information in accordance with accounting
Parent and its Subsidiaries line by line adding together like
standards notified under section 133 of the Companies Act
items of assets, liabilities, equity, income and expenses.
2013, read together with paragraph 7 of the Companies
Intercompany transactions, balances and unrealized
(Accounts) Rules, 2014 (Indian GAAP). The consolidated
gain/loss on transactions between group companies are
financial statements for the year ended March 31, 2018 are
eliminated.
the first the Company has prepared in accordance with Ind
AS. The date of transition to Ind AS is April 01, 2016. Excess of purchase consideration and the acquisition date
non-controlling interest over the acquisition date fair value
In accordance with Ind AS 101 First-time Adoption of
of identifiable assets acquired and liabilities assumed is
Indian Accounting Standard, the Company has presented
recognised as Goodwill. Goodwill arising on acquisitions is
a reconciliation from the presentation of Financial
reviewed for impairment annually. Where the fair values
Information under Accounting Standards notified under
of the identifiable assets and liabilities exceed the cost
Previous GAAP to Ind AS of Shareholders’ equity as at
of acquisition, the Group re-assesses whether it has
March 31, 2017, April 1,2016. Reconciliation of the same is
correctly identified all of the assets acquired and all of the
disclosed in Annexure-VI.
liabilities assumed and reviews the procedures used to
These Financial statements have been prepared using measure the amounts to be recognized at the acquisition
presentation and disclosure requirements of the Schedule date. If the reassessment still results in an excess of the
III, Division II of Companies Act, 2013. fair value of net assets acquired over the aggregate
consideration transferred, then the gain is recognized in
other comprehensive income and accumulated in equity
When the group ceases to consolidate or equity account A liability is current when:
for an investment because of loss of control, joint control
or significant influence, any retained interest in the entity • It is expected to be settled in normal operating cycle
is re measured to its fair value with the change in carrying • It is held primarily for the purpose of trading
amount recognized in profit or loss. The fair value becomes
the initial carrying amount for the purposes of subsequent • It is due to be settled within twelve months after the
accounting for the retained interest as an associate, reporting period, or
joint venture or financial asset. In addition, any amounts • There is no unconditional right to defer the settlement
previously recognized in other comprehensive income in of the liability for at least twelve months after the
respect of that entity are accounted for as if the group reporting period
had directly disposed of related assets or liabilities. This
may mean that amounts previously recognized in other The Group classifies all other liabilities as non-current.
comprehensive income are reclassified to profit or loss.
Deferred tax assets and liabilities are classified as non-
If the ownership interest in a joint venture or an associate is current assets and liabilities.
reduced but joint control or significant influence is retained,
only a proportionate share of the amounts previously The operating cycle is the time between the acquisition of
recognized in other comprehensive income are reclassified assets for processing and their realisation in cash and cash
to profit or loss where appropriate. equivalents. The Group has identified twelve months as its
operating cycle.
Particulars of Subsidiary Company consolidated
(e) Use of Estimates and Judgments
When significant parts of plant and equipment are required Gains or losses arising from derecognition of an intangible
to be replaced at intervals, the group depreciates them asset are measured as the difference between the net
separately based on their specific useful lives. Likewise, disposal proceeds and the carrying amount of the asset
when a major inspection is performed, its cost is recognised and are recognized in the income statement when the
in the carrying amount of the plant and equipment as a asset is derecognized.
replacement if the recognition criteria are satisfied. All
(j) Borrowing Costs
other repair and maintenance costs are recognised in profit
or loss as incurred. Borrowing cost includes interest expense as per Effective
Interest Rate (EIR).
Depreciation is calculated using the straight-line method on
a pro-rata basis from the date on which each asset is ready Borrowing costs directly attributable to the acquisition or
for its intended use to allocate their cost, net of their residual construction of an asset that necessarily takes a substantial
values, over their estimated useful lives. Depreciation is period of time to get ready for its intended use are capitalized
provided on estimated useful lives, as specified in Part “C” of as part of the cost of the asset until such time that the assets
the Schedule II of the Companies Act, 2013. are substantially ready for their intended use. Where funds
are borrowed specifically to finance a project, the amount
An item of property, plant and equipment and any significant
capitalized represents the actual borrowing costs incurred.
part initially recognized is derecognized upon disposal or
Where surplus funds are available out of money borrowed
when no future economic benefits are expected from its use
specifically to finance project, the income generated from such
or disposal. Any gain or loss arising on derecognition of the
current investments is deducted from the total capitalized
asset (calculated as the difference between the net disposal
borrowing cost. Where the funds used to finance a project
proceeds and the carrying amount of the asset) is included
form part of general borrowings, the amount capitalized is
in the income statement when the asset is derecognized.
calculated using a weighted average of rates applicable to
The residual values, useful lives and methods of depreciation relevant general borrowings of the group during the period/
of property, plant and equipment are reviewed at each year. Capitalization of borrowing costs is suspended and
financial year end, and adjusted prospectively if appropriate. charged to profit and loss during the extended periods when
the active development on the qualifying assets is interrupted.
(i) Intangible Assets
EIR is the rate that exactly discounts the estimated future
Intangible assets with definite useful life acquired cash payments or receipts over the expected life of the
separately are measured on initial recognition at cost. financial instrument or a shorter period, where appropriate,
Following initial recognition, intangible assets are carried at to the gross carrying amount of the financial asset or to the
cost less any accumulated amortization and accumulated amortised cost of the financial liability. When calculating the
impairment losses. Internally generated intangibles, effective interest rate, the group estimates the expected cash
excluding capitalised development costs, are not capitalised flows by considering all the contractual terms of the financial
and the related expenditure is reflected in profit or loss in instruments but does not consider the expected credit losses.
the period in which the expenditure is incurred.
(k) Inventories
On transition to Ind AS, the group has elected to continue
with the carrying value of all of its intangible assets Inventories are valued at the lower of cost or net realizable
recognised as at April 01, 2016, measured as per the value, less any provisions for obsolescence. Cost is
previous GAAP, and use that carrying value as the deemed determined on the following basis:-
cost of such intangible assets.
Raw Materials are recorded at cost on a weighted average
The Cost of Intangible assets are amortized on a straight cost formula;
line basis over their estimated useful life which is as follows.
Cash and cash equivalent in the balance sheet comprise (p) Leases
cash at banks and on hand and short-term deposits with an
original maturity of three months or less, which are subject The determination of whether an arrangement is (or contains)
to an insignificant risk of changes in value. a lease is based on the substance of the arrangement at
the inception of the lease. The arrangement is, or contains,
(o) Taxes a lease if fulfillment of the arrangement is dependent on
the use of a specific asset or assets and the arrangement
Taxes comprise current income tax and deferred tax.
conveys a right to use the asset or assets, even if that right
Current Income Tax is not explicitly specified in an arrangement.
The tax currently payable is based on taxable profit for For leases of both land and building elements, the group
the year. Taxable profit differs from ‘profit before tax’ as has used Ind AS 101 exemption and has assessed the
reported in the statement of profit and loss because of classification of each element as finance or an operating lease
items of income or expense that are taxable or deductible in at the date of transition (April 01, 2016) to Ind AS on the basis
other years and items that are never taxable or deductible. of the facts and circumstances existing as at that date.
The group’s current tax is calculated using tax rates that
have been enacted or substantively enacted by the end of Group as a lessee
the reporting period.
A lease is classified at the inception date as a finance lease
Deferred Tax or an operating lease. A lease that transfers substantially
all the risks and rewards incidental to ownership to the
Deferred tax is recognized on temporary differences
group is classified as a finance lease. All other leases are
between the carrying amounts of assets and liabilities
classified as operating lease.
in the financial statements and the corresponding tax
bases used in the computation of taxable profits. Deferred Contingent rentals are recognised as expenses in the
tax liabilities are recognised for all taxable temporary periods in which they are incurred.
differences. Deferred tax assets are recognised for all
deductible temporary differences and incurred tax losses Operating lease payments are recognised as an expense
to the extent that it is probable that taxable profits will in the statement of profit and loss on a straight-line basis
be available against which those deductible temporary over the lease term unless either:
differences can be utilised. Such deferred tax assets and
liabilities are not recognised if the temporary difference (a) Another systematic basis is more representative of the
arises from the initial recognition (other than in a business time pattern of the user’s benefit even if the payments
combination) of assets and liabilities in a transaction that to the lessor’s are not on that basis, or
affects neither the taxable profit nor the accounting profit.
(b) The payments to the lessor are structured to increase
The carrying amount of deferred tax assets is reviewed at in line with expected general inflation to compensate
the end of each reporting period and reduced to the extent for the lessor’s expected inflationary cost increases. If
that it is no longer probable that sufficient taxable profits will payments to the lessor vary because of factors other
be available to allow all or part of the asset to be recovered. than general inflation, then this condition is not met
Deferred tax liabilities and assets are measured at the tax Group as a lessor
rates that are expected to apply in the period in which the
Leases in which the group does not transfer substantially
liability is settled or the asset realised, based on tax rates
all the risks and rewards of ownership of an asset are
(and tax laws) that have been enacted or substantively
classified as operating leases.
enacted by the end of the reporting period.
Financial assets and financial liabilities are initially measured • Cash flow characteristic test: the contractual term of
at fair value. Transaction costs that are directly attributable the financial asset give rise on specified dates to cash
to the acquisition or issue of financial instruments (other flows that are solely payments of principal and interest
than financial assets and financial liabilities at fair value on the principal amount outstanding.
through profit or loss) are added to or deducted from
the fair value of the financial assets or financial liabilities, A financial asset that meets the following two conditions
as appropriate, on initial recognition. Transaction costs is measured at fair value through other comprehensive
directly attributable to the acquisition of financial assets income unless the asset is designated at fair value through
or financial liabilities at fair value through profit or loss are profit or loss under the fair value option:
recognized immediately in profit or loss. Subsequently,
• Business model test: the financial asset is held within
financial instruments are measured according to the
a business model whose objective is achieved by both
category in which they are classified.
collecting cash flows and selling financial assets.
Financial Assets
• Cash flow characteristic test: the contractual term of
Initial recognition and measurement the financial asset gives rise on specified dates to cash
flows that are solely payments of principal and interest
All financial assets (other than equity investment in on the principal amount outstanding.
subsidiaries) are recognised initially at fair value plus, in the
case of financial assets not recorded at fair value through profit All other financial assets are measured at fair value through
or loss, transaction costs that are attributable to the acquisition profit or loss.
of the financial asset. Purchases or sales of financial assets
Equity investment in Other Entities at fair value through
that require delivery of assets within a time frame established
Profit or loss (FVTPL)
by regulation or convention in the market place (regular way
trades) are recognised on the trade date, i.e., the date that the Investment in equity instrument of other than subsidiaries,
group commits to purchase or sell the asset. joint ventures and associates are classified at fair value
through profit or loss, unless the group irrevocably elects
Subsequent measurement
on initial recognition to present subsequent changes in fair
All recognised financial assets are subsequently measured value in other comprehensive income for investments in
in their entirety at either amortised cost using the equity instruments which are not held for trading.
effective interest method or fair value, depending on the
Financial assets that do not meet the amortized cost
classification of the financial assets.
criteria or fair value through other comprehensive income
Classification of Financial Assets criteria are measured at fair value through profit or loss. A
financial asset that meets the amortized cost criteria or fair
Classification of financial assets depends on the nature and value through Other comprehensive income criteria may be
purpose of the financial assets and is determined at the designated as at fair value through profit or loss upon initial
time of initial recognition. recognition if such designation eliminates or significantly
reduces a measurement or recognition inconsistency
The group classifies its financial assets in the following that would arise from measuring assets and liabilities or
measurement categories: recognizing the gains or losses on them on different bases.
• those to be measured subsequently at fair value Financial assets which are fair valued through profit or loss
(either through other comprehensive income, or are measured at fair value at the end of each reporting
through profit or loss), and period, with any gains or losses arising on Re measurement
recognized in profit or loss.
• those measured at amortized cost
Trade & Other Receivables
The classification depends on the entity’s business model
for managing the financial assets and the contractual Trade receivables are recognized initially at fair value and
terms of the cash flows. subsequently measured at amortized cost less provision for
impairment.
The group assesses impairment based on expected credit All financial liabilities are subsequently measured at
losses (ECL) model to the following: amortized cost using the effective interest rate method or at
fair value through Statement of Profit and Loss
• financial assets measured at amortised cost
• financial assets measured at fair value through other Trade and Other Payables
comprehensive income
Trade and other payables represent liabilities for goods or
Expected credit losses are measured through a loss allowance services provided to the group prior to the end of financial
at an amount equal to: year which are unpaid.
• The rights to receive cash flows from the asset has Offsetting Financial Instruments
expired
Financial assets and liabilities are offset and the net amount
Financial Liabilities is reported in the balance sheet where there is a legally
enforceable right to offset the recognized amounts and
Classification of Debt or Equity there is an intention to settle on a net basis or realize the
asset and settle the liability simultaneously. The legally
Debt or equity instruments issued by the group are
enforceable right must not be contingent on future events
classified as either financial liabilities or as equity
and must be enforceable in the normal course of business
in accordance with the substance of the contractual
and in the event of default, insolvency or bankruptcy of the
arrangements and the definitions of a financial liability
Company or the counterparty.
and an equity instrument.
(t) Dividends
Equity Instruments
Final Dividends on shares are recorded on the date of
An equity instrument is any contract that evidences a
approval by the shareholders of the Company.
residual interest in the assets of an entity after deducting all
of its liabilities. Equity instruments issued by the group are
recognised at the proceeds received, net of direct issue costs.
116
Note No: 3 Property Plant & Equipment
(H in million)
Description Freehold Buildings# Plant & Furniture Office Computers Vehicles Total
Land Machinery & Fittings Appliances
* Includes EDC Charges of H2.76 million have been capitalised in Land during the year 2014-15
#* During the year 2017-18, the Company has sold its entire investments in subsidiary company (i.e. MG Steel Limited) (Refer Note No. 45)
Certain borrowings of the Company have been secured against Property, Plant and Equipment (Refer Note No. 14 & 18)
01 001-021
Corporate Overview 02 022-040
Statutory Reports 03 041-148
Financial Statements
Certain borrowings of the Company have been secured against Inventories (Refer Note No. 14 & 18)
Valued at lower of cost and net realisable value - for further details refer Note 2 (k) of Accounting Policies(Annexure V)
The Company has one class of Equity Shares with a par value of H10/- per share. Each holder of equity share is entitled to one vote
per share. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after
distribution of all preferential amounts, in the proportion of their holding. The shareholders have the right to receive interim dividends
declared by the Board of Directors and final dividend proposed by the Board of Directors and approved by the Shareholders.
* During the year 2017-18, the Company has sold its investments as a result of which non-controlling interest is de-recognised
(Refer Note No. 45)
(H in million)
Particulars As at As at As at
31-Mar-18 31-Mar-17 1-Apr-16
Current Maturity 4.14 4.00 2.27
Non-current Maturity 3.51 7.73 7.29
Total 7.65 11.73 9.55
Loan from Related Parties
Balance Outstanding
Current Maturity - - -
Non-Current Maturity - 17.02 17.02
Interest Rate:
At current market rate of Interest
Repayment Terms:
There is no repayment schedule specified, keeping in view
the past history and current business scenario, As at each
balance sheet date i.e. 31/03/2017 and 2016 the Company
expected that loan is not going to be repaid within next 12
months. Hence classified as Non-Current.
There have been no breach of covenants mentioned in the loan agreements during the reporting periods.
Overdraft limit Of H200 million has been sanctioned by HDFC Bank against FDR and balance against this overdraft limit as at year
end is positive.
Consequent to the introduction of Goods and Services Tax (GST) with effect from July 01, 2017 Central Excise, Value Added Tax (VAT)
etc. have been subsumed into GST. In accordance with Indian Accounting Standard-18 “Revenue” and Schedule III of the Companies
Act 2013, unlike Excise Duties, levies like GST, VAT etc are not part of Revenue. Accordingly the figures for the year ended 31-Mar-18
are not strictly comparable. The following additional information is being provided to facilitate such understanding.
(H in million)
Particulars Year ended Year ended
31-Mar-18 31-Mar-17
Revenue from Operations (including Excise Duty) 3,364.44 3,091.25
Excise Duty 87.18 368.54
Revenue from Operations excluding Excise Duty 3,277.26 2,722.71
Interest income (calculated using the effective interest method) for financial 28.31 18.15
assets that are classified at amortised cost
* During the year 2017-18, the Company has sold its shares held in the Subsidiary Company (i.e. M G Steel Limited) (Refer Note No. 45)
Interest expense (calculated using the effective interest method) for financial
3.47 3.61
liabilities that are Classified at Amortised Cost
Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted
average number of Equity shares outstanding during the year.
Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average
number of Equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued
on conversion of all the dilutive potential Equity shares into Equity shares, unless the effect of potential dilutive equity share is
antidilutive.
The following reflects the income and share data used in the basic and diluted EPS computations:
(H in million)
Particulars Year ended Year ended
31-Mar-18 31-Mar-17
Profit after tax for calculation of EPS (J In million) (A) 324.65 237.46
Number of equity shares post split* 2,186,300 2,186,300
Add: Effect of Bonus issue# 17,490,400 17,490,400
Weighted average number of equity shares in calculating diluted EPS (C) 19,676,700 19,676,700
Face Value per share (Amount in H) 5.00 5.00
Basic Earning per share (Amount in J) (A/B) 16.50 12.07
Diluted Earning per share (Amount in J) (A/C) 16.50 12.07
* The Board at its meeting held on June 08, 2018 has approved to split the each equity share of H10/- each into two equity shares
of H5/- each subject to approval by members of the Company. Effect of the same has been considered while computing basic and
diluted EPS in accordance with Ind AS 33 "Earnings per Share".
# Further, the Board at its meeting held on June 08, 2018 has approved to issue eight equity shares for each share held in the
company, subject to approval by members of the Company. Effect of the same has been considered while computing basic and
diluted EPS in accordance with Ind AS 33 "Earnings per Share".
Note No: 33 Details of dues to micro and small enterprises as defined under the MSMED Act, 2006
(H in million)
Particulars Year ended Year ended
31-Mar-18 31-Mar-17
The principal amount and the interest due thereon remaining unpaid to any
- -
supplier as at the end of each accounting year
The amount of interest paid by the buyer in terms of section 16 of the MSMED
Act 2006 along with the amounts of the payment made to the supplier - -
beyond the appointed day during each accounting year
The amount of interest due and payable for the period of delay in making
payment (which have been paid but beyond the appointed day during the - -
year) but without adding the interest specified under the MSMED Act 2006
The amount of interest accrued and remaining unpaid at the end of each
- -
accounting year
The amount of further interest remaining due and payable even in the
succeeding years, until such date when the interest dues as above are actually
- -
paid to the small enterprise for the purpose of disallowance as a deductible
expenditure under section 23 of the MSMED Act 2006
The Group is primarily engaged in the business of “manufacturing and sale of helmets and two wheeler accessories” which in context
of Ind AS 108 “Segment Reporting” as referred to in Companies (Indian Accounting Standards) Rules, 2015 is considered as the only
Business Segment.
In light of section 135 of the Companies act 2013, the Group has carried out the following expenses on corporate social responsibility
(CSR) aggregating to INR 6.20 million for CSR activities carried out during the current year:
(H in million)
Particulars Year ended Year ended
31-Mar-18 31-Mar-17
(i) Gross amount required to be spent by the Group during 6.14 4.39
the year
In Cash Yet to be Total
paid in Cash
(ii) Amount spent during the year ending on March 31,
2018:
1. Construction / acquisition of any asset - - -
2. On purposes other than (i) above
– Studds Foundation 6.20 - 6.20
(iii) Amount spent during the year ending on March 31,
2017:
1. Construction / acquisition of any asset - - -
2. On purposes other than (i) above
– Studds Foundation 4.40 - 4.40
Enterprises over which Key Management Personnel and their relatives are able to exercise significant influence
(H in million)
S. Name of the Party Nature of Transaction Year ended Year ended
No.
31-Mar-18 31-Mar-17
1 Mr. Madhu Bhushan Khurana Director's Remuneration:
- Short-term employee benefits 15.05 6.95
- Post-employment benefits - -
Interest on Loan 1.36 1.39
Dividend 5.36 0.60
Rent 0.30 0.30
Loan Taken - -
Loan Repaid 11.57 -
Loan Receivable/(Payable) - (11.57)
Balance Receivable/(Payable) (0.06) (0.18)
2 Mrs. Chand Khurana Director's Remuneration/Salary:
- Short-term employee benefits 2.73 2.83
- Post-employment benefits - -
Interest on Loan 0.56 0.65
Dividend 0.81 0.09
Rent 0.30 0.30
Loan Repaid 5.45 -
Loan Receivable/(Payable) - (5.45)
Balance Receivable/(Payable) (1.10) (0.09)
3 Mr. Sidhartha Bhushan Khurana Director's Remuneration:
- Short-term employee benefits 15.15 11.48
- Post-employment benefits - -
Dividend 1.34 0.14
Balance Receivable/(Payable) (0.19) -
4 Mrs. Garima Khurana Director's Remuneration/Salary:
- Short-term employee benefits 1.13 0.49
- Post-employment benefits - -
Dividend 0.02 0.00
Balance Receivable/(Payable) (0.01) -
5 Alpine Apparels Private Limited Adavnce given against service contract 15.00 -
Advance received back with interest 15.00 -
Interest received on advance 0.72 -
6 Stuuds Foundation CSR Expenditure 6.20 4.14
The transactions related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding
balances at the year-end are unsecured and settlement occurs through banking channel. There have been no guarantees provided or
received for any related party receivables or payables. For the year ended 31 March 2018 and 2017, the Group has not recorded any
impairment of receivables relating to amounts owed by related parties. This assessment is undertaken each financial year through
examining the financial position of the related party and the market in which the related party operates.
(i) Leases
The Group has taken buildings under operating lease arrangements. Minimum lease payments under operating leases are
recognized on a straight line basis over the term of the lease. Rent expense for operating leases for the year ended March 31,
2018 is as follows:
(H in million)
Particulars Year ended Year ended Year ended
31-Mar-18 31-Mar-17 01-Apr-16
Rent Expense under Operating Lease 15.64 14.93 12.33
There are no significant restrictions imposed by the lease agreements and there are no sub leases. There are no contingent
rents. The operating lease agreements are renewable on a periodic basis. Some of these lease agreements have price escalating
clauses.
The Group has given immovable property under operating lease arrangements. Minimum lease rentals under operating
leases are recognized on a straight line basis over the term of the lease. Rent income for operating leases for the year ended
March 31, 2018 is as follows:
(H in million)
Particulars Year ended Year ended Year ended
31-Mar-18 31-Mar-17 01-Apr-16
Rent Income under Operating Lease 2.22 2.06 1.92
There are no significant restrictions imposed by the lease agreements and there are no sub leases. There are no contingent
rents. The operating lease agreements are renewable on a periodic basis. Some of these lease agreements have price escalating
clauses.
Estimated amount of contracts remaining to be executed on capital account and not provided for are as follows:
(H in million)
Particulars As at As at As at
31-Mar-18 31-Mar-17 01-Apr-16
Estimated amount of contracts remaining to be executed
0.82 7.66 2.63
on capital account and not provided for
(a) The Company does not expect any reimbursements in respect of the above contingent liabilities
(b) It is not practicable for the Company to estimate the timings and amount of cash outlows, if any, in respect of the above
pending resolution of the respective proceedings.
(c) A workman has raised demand notice dt. 30/12/2014 and prayer made that the termination of service is illegal. Manangement
has put their defence. Now, the matter is fixed for final arguments.
(d) Another workman had filed a case in the Labour Court Faridabad against the Company regarding a termination of his
employment. He was granted 25 % back wages alongwith reinstatement. He filed a Writ Petition in the High Court for
enhancement of the back wages alongwith consequential benefits.
(B) Defined Benefit Plans and Other Long Term Benefits as per Ind AS 19 Employee Benefits:
The Group has defined benefit plan namely gratuity plan which is governed by payment of Gratuity Act 1972 and other long
term benefits namely Leave Encashment and Compensated Absences. The liability for both the liabilities is computed using the
projected unit credit method by a qualified actuary. Every employee who has completed five years or more of service gets a
gratuity on departure at 15 days salary (last drawn salary) for each completed year of service.
(vii) The principal assumptions used in determining defined benefit obligations are shown below:
(H in million)
Particulars Year ended Year ended Year ended
31-Mar-18 31-Mar-17 01-Apr-16
Discount rate 7.70 % p.a. 7.55 % p.a. 7.97 % p.a.
Attrition Rate 20.00 % p.a. 20.00 % p.a. 20.00 % p.a.
Salary growth rate 10.00 % p.a. 10.00 % p.a. 10.00 % p.a.
Mortality rate IALM 2006-08 IALM 2006-08 IALM 2006-08
The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and
other relevant factors, such as supply and demand in the employment market.
The sensitivity analyses above have been determined based on a method that extrapolates the impact on defined benefit
obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period.
The gratuity scheme is a final salary Defined Benefit Plan that provides for lump sum payment made on exit either by way of
retirement, death, disability, voluntary withdrawal. The benefits are defined on the basis of final salary and the period of service
and paid as lump sum at exit. The plan design means the risk commonly affecting the liabilities and the financial results are
expected to be:
(a) Interest rate risk: The defined benefit obligation calculated uses a discount rate based on government bonds, if bond yield
fall, the defined benefit obligation will tend to increase.
(b) Salary inflation risk: Higher than expected increases in salary will increase the defined benefit obligation.
(c) Demographic risk: This is the risk of variability of results due to unsystematic nature of decrements that include mortality,
withdrawal, disability and retirement. The effect of these decrements on the defined benefit obligation is not straight
forward and depends upon the combination of salary increase, discount rate and vesting criteria . It is important not to
overstate withdrawals because in the financial analysis the retirement benefit of a short career employee typically costs
less per year as compared to long career employee.
(c) The principal assumptions used in determining defined benefit obligations are shown below:
(H in million)
Particulars Year ended Year ended Year ended
31-Mar-18 31-Mar-17 01-Apr-16
Discount rate 7.70 % p.a. 7.55 % p.a. 7.97 % p.a.
Attrition Rate 20.00 % p.a. 20.00 % p.a. 20.00 % p.a.
Salary growth rate 10.00 % p.a. 10.00 % p.a. 10.00 % p.a.
Mortality rate IALM 2006-08 IALM 2006-08 IALM 2006-08
The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and
other relevant factors, such as supply and demand in the employment market.
Set out below, is a comparison by class of the carrying amounts and fair value of the Group’s financial instruments:
* Does not include investments in subsidiary which are measured at cost in accordance with Ind AS 101 and Ind AS 27
B. Financial Liabilities
(H in million)
Particulars As at 31-Mar-18 As at 31-Mar-17 As at 01-Apr-16
Carrying Carrying Carrying
Fair Value Fair Value Fair Value
Value Value Value
Non-Current Borrowings 3.51 3.51 24.75 24.75 24.30 24.30
Other Non-Current Financial Liabilities 262.23 262.23 14.79 14.79 13.41 13.41
Current Borrowings - - - - - -
Trade Payables 344.21 344.21 254.18 254.18 281.21 281.21
Other Current Financial Liabilities# 221.43 221.43 114.73 114.73 103.98 103.98
Total Financial Liabilities 831.39 831.39 408.44 408.44 422.91 422.91
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date under current market conditions.
The Group categorizes assets and liabilities measured at fair value into one of three levels depending on the ability to observe
inputs employed in their measurement which are described as follows:
Level 1
Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2
Inputs are inputs that are observable, either directly or indirectly, other than quoted prices included within level 1 for the asset
or liability.
Level 3
Inputs are unobservable inputs for the asset or liability reflecting significant modifications to observable related market data or
Group’s assumptions about pricing by market participants
The management assessed that fair values of cash and cash equivalents, trade receivables, other bank balances, other current
financial assets, trade payables and other current financial liabilities approximates their carrying amounts largely due to the
short-term maturities of these instruments.
The fair values of security deposits and borrowings are considered to be the same as their fair values, as there is an immaterial
change in the lending rates.
There have been no transfer from one level to another level of valuation during the above periods.
The Group’s principal financial liabilities, comprise loans and borrowings, trade and other payables, security deposits and employee
liabilities. The main purpose of these financial liabilities is to finance the Group’s operations and to provide guarantees to support
its operations. The Group’s principal financial assets include trade and other receivables, cash and cash equivalents, other bank
balances, investment in equity shares and other receivables that derive directly from its operations.
The Group is exposed to market risk, credit risk and liquidity risk. The Group’s senior management has assigned the responsibility to
oversee the management of these risks to its treasury team. The treasury team assesses the financial risks and takes appropriate
action to mitigate those risks. The treasury team provides assurance to the Group’s senior management that the Group’s financial
risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in
accordance with the Group’s policies and risk objectives. The Board of Directors reviews and agrees policies for managing each of
these risks, which are summarised below.
Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market
prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk such as equity price risk. Financial
instruments affected by market risk include loans and borrowings, deposits and investment in equity shares.
The sensitivity analysis in the following sections relate to the position as at 31 March 2018, 2017 and 1st April 2016
The analysis exclude the impact of movements in market variables on the carrying values of gratuity, other post-retirement
obligations and other provisions.
The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks.
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s debt
obligations with floating interest rates.
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and
borrowings affected. With all other variables held constant, the Group’s profit before tax is affected through the impact on floating
rate borrowings, as follows:
(H in million)
Particulars Increase/decrease in Year ended Year ended Year ended
basis points 31-Mar-18 31-Mar-17 01-Apr-16
INR Loans* + 50 Basis Points (0.00) - (0.11)
INR Loans* - 50 Basis Points 0.00 - 0.11
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign
exchange rates. The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s operating
activities (when revenue or expense is denominated in a foreign currency).
Foreign Currency Exposure that have not been hedged by derivative Instrument are given below.
The following tables demonstrate the sensitivity to a reasonably possible change in exchange rates of USD and EURO, with all other
variables held constant. The impact on the Group’s profit before tax is due to changes in the fair value of monetary assets and
liabilities. The Group’s exposure to foreign currency changes for all other currencies is as under:
(H in million)
Currency Change in rate Effect on profit before tax for the year
31-Mar-18 31-Mar-17 01-Apr-16
USD Appreciation in INR by 5% 0.67 0.43 1.19
USD Depreciation in INR by 5% (0.67) (0.43) (1.19)
EURO Appreciation in INR by 5% 0.22 0.15 (0.00)
EURO Depreciation in INR by 5% (0.22) (0.15) 0.00
Credit Risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a
financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables) including deposits with
banks and financial institutions.
Trade Receivables
Customer credit risk is being driven by Group’s established policy, procedures and control relating to customer credit risk management.
Credit quality of a customer is assessed based on an extensive credit rating scorecard and individual credit limits are defined in
accordance with this assessment. Outstanding customer receivables are regularly monitored.
The management believes that the trade receivables as on 31 March 2018, 2017 and 1st April 2016 are not subject to any further
credit risk. Accordingly, no new credit losses are being accounted for.
Ageing of Trade Receivables
(H in million)
Particulars As at As at As at
31-Mar-18 31-Mar-17 01-Apr-16
0-6 Months past due 120.97 39.36 84.28
6-12 Months past due 0.69 0.31 0.00
More than 12 months 0.19 0.01 0.08
Total 121.85 39.68 84.36
Credit risk from balances with banks and financial institutions is managed by the Group’s treasury department in accordance with the
Group’s policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each
counterparty. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty’s
potential failure to make payments.
The Group’s maximum exposure to credit risk for the components of the balance sheet at 31 March 2018, 2017, 2016, 2015 & 2014
is the carrying amounts of balances with banks.
Liquidity Risk
The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of long term bank loans
and short term borrowings etc. The Group has access to a sufficient variety of sources of funding and debt maturing within 12
months can be rolled over with existing lenders.
The table below summarises the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments.
(H in million)
Nature of Liability More than 5
Up to 1 Year 1 to 5 years Total
years
As at 31 March 2018
Non-Current Borrowings 4.14 3.51 - 7.65
Other Non-Current Financial Liabilities - 262.23 - 262.23
Trade Payables 344.21 - - 344.21
Other Current Financial Liabilities 217.29 - - 217.29
Total 565.64 265.74 - 831.39
(H in million)
Nature of Liability More than 5
Up to 1 Year 1 to 5 years Total
years
As at 31 March 2017
Non-Current Borrowings 4.00 24.75 - 28.75
Other Non-Current Financial Liabilities - 14.79 - 14.79
Trade Payables 254.18 - - 254.18
Other Current Financial Liabilities 110.72 - - 110.72
Total 368.91 39.54 - 408.44
(H in million)
Nature of Liability More than 5
Up to 1 Year 1 to 5 years Total
years
As at 1st April 2016
Non-Current Borrowings 2.27 24.30 - 26.57
Other Non-Current Financial Liabilities - 13.41 - 13.41
Current Borrowings - - - -
Trade Payables 281.21 - - 281.21
Other Current Financial Liabilities 101.72 - - 101.72
Total 385.19 37.72 - 422.91
For the purpose of the Group’s capital management, capital includes issued equity capital and other equity reserves attributable to
the equity holders of the parent. The primary objective of the Group’s capital management is to maximise the shareholder value.
The Group manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements
of the financial covenants. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders,
return capital to shareholders or issue new shares. The Group monitors capital using a gearing ratio, which is net debt divided by total
equity. The Group includes within net debt borrowings & trade payables, less cash and cash equivalents.
(H in million)
Particulars As at As at As at
31-Mar-18 31-Mar-17 01-Apr-16
Borrowings 7.65 28.75 26.57
Trade Payables 344.21 254.18 281.21
Less: Cash and cash equivalents 171.44 101.56 83.65
Net Debt (A) 180.43 181.37 224.13
Equity (B) 1,186.88 874.41 638.07
Net Debt/ Equity Ratio (A/B) 15.20% 20.74% 35.13%
In order to achieve this overall objective, the Group’s capital management, amongst other things, aims to ensure that it meets
financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in
meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in
the financial covenants of any interest-bearing loans and borrowing.
The preparation of the Group’s Consolidated financial information requires management to make judgments, estimates and
assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and
the disclosure of contingent liabilities. These include recognition and measurement of financial instruments, estimates of useful lives
and residual value of Property, Plant and Equipment and intangible assets, valuation of inventories, measurement of recoverable
amounts of cash-generating units, measurement of employee benefits, actuarial assumptions, provisions etc.
Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying
amount of assets or liabilities affected in future periods. The Group continually evaluates these estimates and assumptions based on
the most recently available information. Revisions to accounting estimates are recognized prospectively in the Statement of Profit
and Loss in the period in which the estimates are revised and in any future periods affected.
A. Judgments
In the process of applying the Group’s accounting policies, management has made the following judgments, which have the
most significant effect on the amounts recognized in the financial statements:
The Group has entered into leasing arrangements wherein the Group is receiving lease rental income. The Group has determined,
based on an evaluation of the terms and conditions of the arrangements e.g. lease term, lease rental income, fair value of the
land, transfer / retention of significant risks and rewards of ownership of land determined the lease as operating leases.
The Group has entered into leasing arrangements wherein the Group is required to pay monthly lease rentals. The Group has
determined, based on an evaluation of the terms and conditions of the arrangements e.g. lease term, lease rental income, fair
value of the land, transfer / retention of significant risks and rewards of ownership of land determined the lease as operating
leases.
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year
are described below. The Group based its assumptions and estimates on parameters available when the Consolidated financial
information were prepared. Existing circumstances and assumptions about future developments, however, may change due to
market changes or circumstances arising beyond the control of the Group. Such changes are reflected in the assumptions when
they occur.
The contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the
occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group. The Group evaluates
the obligation through Probable, Possible or Remote model (‘PPR’). In making the evaluation for PPR, the Group take into
consideration the Industry perspective, legal and technical view, availability of documentation/ agreements, interpretation
of the matter, independent opinion from professionals (specific matters) etc. which can vary based on subsequent events.
The Group provides the liability in the books for probable cases, while possible cases are shown as contingent liability. The
remote cases are disclosed in the Consolidated financial information.
The impairment provisions for trade receivables are based on assumptions about risk of default and expected loss rates.
The Group uses judgment in making these assumptions and selecting the inputs to the impairment calculation based on the
Group’s past history and other factors at the end of each reporting period.
An impairment exists when the carrying value of an asset exceeds its recoverable amount. Recoverable amount is
the higher of its fair value less costs to sell and its value in use. The value in use calculation is based on a discounted cash
flow model. In calculating the value in use, certain assumptions are required to be made in respect of highly uncertain
matters, including management’s expectations of growth in EBITDA, long term growth rates; and the selection of
discount rates to reflect the risks involved.
The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial
valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in
the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the
complexity of the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these
assumptions. All assumptions are reviewed at each reporting date.
In determining the appropriate discount rate, management considers the interest rates of government bonds, and
extrapolated maturity corresponding to the expected duration of the defined benefit obligation. The mortality rate is based
on publicly available mortality tables for the specific countries. Future salary increases and pension increases are based on
expected future inflation rates for the respective countries.
Provision for tax liabilities require judgments on the interpretation of tax legislation, developments in case law and the
potential outcomes of tax audits and appeals which may be subject to significant uncertainty. Therefore the actual
results may vary from expectations resulting in adjustments to provisions, the valuation of deferred tax assets, cash tax
settlements and therefore the tax charge in the statement of profit or loss.
* Proposed dividends on equity shares are subject to approval at the ensuring annual general meeting and are not recognized as a
liability (including Dividend distribution tax thereon) until approved by shareholders.
* The Company has recommended dividends on equity shares @ 10% on paid up share capital of the company i.e 0.50 per paid up
equity share (post subdivision of and Bonus of Shares), are subject to approval at the ensuring annual general meeting and are
not recognized as a liability (including Dividend distribution tax thereon) until approved by shareholders.
During the year 2017-18, the Company has sold its entire stake in MG Steel Limited (Refer Note No. 45)
Set out below the summarised financial information for subsidiary that has non controlling interests that are material to the group
M G STEEL LIMITED (H in million
Summarized Balance Sheet As at As at As at
31-Mar-18* 31-Mar-17 01-Apr-16
Current Assets 5.42 3.68 2.33
Current liabilities 0.53 0.30 0.41
Net Current Assets 4.89 3.38 1.92
Non-Current Assets 2.06 2.06 2.06
Non-Current Liabilities 0.42 0.42 0.42
Net Non Current Assets 1.64 1.64 1.64
Net Assets 6.53 5.01 3.56
Accumulated Non-Controlling Interest - 0.04 0.03
(H in million
Summarised Cash Flows For 31-Mar-18 For 31-Mar-17 For 01-Apr-16
Cash flow from Operating activity 1.44 1.26 1.13
Cash flow from Investing activity 0.17 0.09 0.07
Cash flow from Financing activity (0.00) - -
Net Increase/(Decrease) In cash & cash equivalents 1.60 1.35 1.20
*During the year 2017-18, the Company has sold its entire stake in MG Steel Limited (Refer Note No. 45)
During the year 2017-18, the Company has has sold its entire stake (i.e. 99.24%, no. of shares 77,900) in its subsidiary company i.e.
MG Steel Limited w.e.f. March 08, 2018 as a result of which its assets including goodwill, liabilities and non-controlling interest has
been derecgnised and profit on disposal has been recognised.
The disclosure of the details of Specified Bank Notes (SBN) held and transacted during the period from 8th November, 2016 to 30th
December, 2016 by the company as provided in the Table below:
Other denomination
Particulars SBNs
notes
Closing cash in hand as on 08.11.2016 0.36 0.31
(+) Permitted receipts - 0.76
(-) Permitted payments - (0.96)
(-) Amount deposited in Banks (0.36) -
Closing cash in hand as on 30.12.2016 - 0.10
142
Note No: 48 Additional information, as required under schedule III to the Companies Act, 2013, of entities consolidated as Subsidiary / Associates / Joint
Venture
2017-18 2016-17
Net Asset Share in Profit Share in Other Share in Total Net Asset Share in Profit Share in Other Share in Total
Comprehensive Income Comprehensive Income Comprehensive Income Comprehensive Income
Studds Accessories Limited 100.00% 1,186.88 99.53% 328.81 100.00% (0.34) 99.53% 328.47 99.43% 870.25 99.39% 236.01 100.00% 0.20 99.39% 236.01
Subsidiary
M G Steel Limited* 0.00% - 0.47% 1.55 0.00% - 0.47% 1.55 0.57% 4.98 0.61% 1.46 0.00% - 0.61% 1.46
Total 100.00% 1,186.88 100.00% 330.36 100.00% (0.34) 100.00% 330.02 100.00% 875.23 100.00% 237.47 100.00% 0.20 100.00% 237.47
*During the year 2017-18, the Company has sold its entire stake in MG Steel Limited (Refer Note No. 45)
01 001-021
Corporate Overview 02 022-040
Statutory Reports 03 041-148
Financial Statements
Note No: 49 Amendments to existing standards that are not yet effective and have not been adopted by
the company
On March 28, 2018, the Ministry of Corporate Affairs (“the MCA”) notified the Companies (Indian Accounting Standards) Amendment
Rules, 2018 containing Appendix B to Ind AS 21, Foreign currency transactions and advance consideration which clarifies the date of
the transaction for the purpose of determining the exchange rate to use on initial recognition of related asset, expense or income,
when an entity has received or paid advance consideration in foreign currency. The amendment will come into force from April 01,
2018. The Group has evaluated the effect of this on the financial statements and the impact is not material.
On March 28, 2018, the MCA notified the Ind AS 115. The core principle of the new standard is that an entity should recognize
revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the
entity expects to be entitled in exchange for those goods or services. Further, the new standard requires enhanced disclosures about
the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts with customers.
- Retrospective approach- Under this approach the standard will be applied retrospectively to each prior reporting period
presented in accordance with Ind AS 8, Accounting Policies, Changes in Accounting Estimates and Errors
- Retrospective approach- Under this approach the standard will be applied retrospectively to each prior reporting period
presented in accordance with Ind AS 8, Accounting Policies, Changes in Accounting Estimates and Errors
The effective date of adoption of Ind AS 115 is the financial year beginning on or after April 01, 2018. The Group will adopt the
standard on April 01, 2018 by using the cumulative catch-up transition method and accordingly, comparatives for the year ending
or ended March 31, 2018 will not be retrospectively adjusted. The effect on adoption of Ind AS 115 is expected to be insignificant.
The above statement should be read together with significant accounting policies in Annexure V, restatement adjustments to
audited consilidated financial statements in Annexure VI and notes to the Consolidated financial statements in Annexure V.
The Consolidated statement of assets and liabilities of the Group as at March 31, 2018 and March 31, 2017 and the Consolidated
statement of profit and loss, the Consolidated statement of changes in equity and the Consolidated statement of cash flows for
the years ended March 31, 2018 and March 31 2017 and restated other consolidated financial information (together referred as
‘Consolidated financial information’) has been prepared under Indian Accounting Standards (‘Ind AS’) notified under Section 133 of
the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015.
A. Exemptions applied:
Ind AS 101 allows first-time adopters certain exemptions from the retrospective application of certain requirements under Ind
AS. The Group has applied the following exemptions:
(i) Estimates
The estimates at 01 April 2016 and 31 March 2017 are consistent with those made for the same dates in accordance with
Indian GAAP (after adjustments to reflect any differences in accounting policies).
The Group has applied the de-recognition requirements in Ind AS 109 prospectively for transactions occurring on or after
the date of transition to Ind AS (i.e. April 01, 2016).
(iii) Deemed cost-Previous GAAP carrying amount (PPE and Intangible Assets)
Property Plant & Equipment and Intangible assets- As permitted by Ind AS 101, the Group has elected to continue with the
carrying values under previous GAAP as ‘deemed cost’ at April 01, 2016 for all the items of property, plant & equipment and
intangible assets.
For leases of both land and building elements, the Group has used Ind AS 101 exemption and has assessed the classification
of each element as finance or an operating lease at the date of transition (April 01, 2016) to Ind AS on the basis of the facts
and circumstance existing as at that date.
The Group has elected this exemption and opted to continue with the carrying value of investment in subsidiary as
recognised in its Indian GAAP financials, as deemed cost at the date of transition.
Ind AS 103 Business Combinations has not been applied to business combinations, which are considered businesses
under Ind AS that occurred before April 01, 2016. Use of this exemption means that the Indian GAAP carrying amounts of
assets and liabilities, that are required to be recognised under Ind AS, is their deemed cost at the date of the acquisition
after considering specific adjustments as required by paragraph C4 of Appendix C of Ind AS 101. For the purpose of Ind
AS financial information for the year ended March 31, 2016, 2015 and 2014, the Group has continued with the existing
exemption on the date of transition (i.e. April 01, 2016) and no retrospective assessment/ adjustments have been made
except as those required by Para C4 of Appendix C of Ind AS 101..
Reconciliations between previous GAAP and Ind AS Ind AS 101 requires an entity to reconcile equity, total comprehensive
income and cash flows for prior periods. The following tables represent the reconciliations from previous GAAP to Ind AS.
Note: No statement of comprehensive income was produced under previous GAAP. Therefore the above reconciliation starts
with profit under previous GAAP.
There were no significant item between Cash Flows prepared under Indian GAAP and those prepared under Ind AS.
Under the previous GAAP, proposed dividend including corporate dividend tax (CDT), are recognised as liability in the period to which
they relate, irrespective of when they are declared. Under Ind AS, proposed dividend is recognised as liability in the period in which
it is declared by the Company, usually when approved by the shareholders in a Annual general meeting, or paid.
The Group has valued investments in equity shares (other than Investment in Subsidiary which are accounted at cost), at fair value.
Impact of fair value changes as on the date of transition, is recognised in the opening reserves and changes thereafter are recognised
in the Statement of Profit and Loss.
Under Indian GAAP, the entire cost, including actuarial gains and losses, are charged to profit or loss. Under Ind AS, remeasurements
[comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net
defined benefit liability and the return on plan assets excluding amounts included in net interest on the net defined benefit liability]
are recognised in OCI.
Under the previous GAAP, the Group had booked liability for Gratuity & Leave Encashment on the basis of management’s estimate
rather than on the basis of Accounting Standard- 15 “Employee Benefits”. Now the Group has recorded the liability in accordance
with Ind AS 19 “Employee Benefits”. Further, under IGAAP entire amount for Gratuity and Leave Encashment was treated as Non-
Current, now the same has been divided between Current and Non-Current as per Actuarial Report.
Minority Interest was clerically incorrectly calculated, the same has been rectified.
(H in million)
Particulars Year ended Year ended Year ended
31-Mar-18 31-Mar-17 01-Apr-16
Basic and Diluted Earnings per Share (H) 16.50 12.07 12.55
Return on Net Worth (%) 27.35% 27.16% 38.70%
Net asset value per equity share (H) 1,085.74 799.90 583.70
Weighted average number of equity shares for Basic and Diluted
19,676,700 19,676,700 19,676,700
Earnings Per Equity Share
Net Profit after tax, as restated 324.66 237.47 246.92
Equity Share Capital (H In million) 10.93 10.93 10.93
Other Equity (H In million) 1,175.95 863.48 627.14
Net Worth (Total Equity) (H In million) 1,186.88 874.41 638.07
Notes:
1. The ratios on the basis of Restated financial information have been computed as below:
2. Weighted average number of equity shares is the number of equity shares outstanding at the beginning of the year adjusted
by the number of equity shares issued during the year multiplied by the time weighting factor. The time weighting factor is the
number of days for which the specific shares are outstanding as a proportion of total number of days during the year. This has
been adjusted for all periods presented by giving effect to bonus and subdivision subsequent to the balance sheet date.
3. Earning per Share(EPS) calculation is in accordance with the notofied Indian Accounting Standard (Ind AS) 33 ‘Earnings Per
Share’ prescribed by the Companies (Indian Accounting Standards) Rules,2015.
5. Subsequent to March 31, 2018, the Board of Directors of the Company, in its meeting held on 08th June, 2018, have recommended
to the members for split of equity shares of H10/- each to H5/- each, subject to approval by the members of the company.
Further, the Board have also recommended to the members for the issue and allotment of bonus shares in the ratio of 8 (eight)
equity shares for every 1 (One) equity share (post split) held by the equity shareholders of the Company, subject to approval
by the members of the company.
6. Net Worth means the aggregate value of paid up share capital of company and all reserves created out of profits and securities
premium account as pre consolidated statement of assets and liabilities of the company.
7. The above ratios have been computed on the basis of the Consolidated Financial Information.
The above statement should be read together with significant accounting policies in Annexure V, adjustments to audited
consilidated financial statements in Annexure VI and notes to the Consolidated financial statements in Annexure V.
Statement containing salient features of the financial statement of subsidiaries or associate companies or
joint venture
Part- A Subsidiaries
(In H)
1. Name of the Subsidiary Company M G Steel Limited
2. Reporting period for the subsidiary concerned, if Reporting Period is 1st April, 2017 to 8th March,
different from the holding company’s reporting period. 2018
3. Reporting currency and Exchange rate as on the last date of the relevant No Foreign Subsidiary Company.
Financial year in the case of foreign subsidiaries.
7,85,000
4. Share capital
5. Reserves and surplus 42,29,775
6. Total assets 75,17,021
7. Total Liabilities 75,17,021
8. Investments Nil
9. Turnover 19,59,552
10. Profit before taxation 21,13,572
11. Provision for taxation NIL
12. Profit after taxation 15,49,384
13. Proposed Dividend NIL
14. Extent of shareholding (in percentage) 99.24 %
Notes:
1. Investment in subsidiary, MG Steel Limited has been sold by the company on 8th March 2018 and MG Steel Limited ceases to be
our subsidiary post 8th March 2018.
2. Neither it had Associates nor Joint Ventures during the financial year 2017-18 so Part B is not applicable on the Company.
NOTICE
Notice is hereby given that the 36th Annual General Meeting of Special Business
the Members of STUDDS ACCESSORIES LIMITED will be held on
Friday, 28th September 2018 at 4:00 P.M. at Hotel Delight Grand, 5. Appointment of Mr. Pankaj Duhan (DIN 08093989) as an
A-5/B, Neelam Bata Road, Faridabad-121001, Haryana, India to Independent Director
transact the following business:
To consider and if thought fit, to pass with or without
modification(s), the following resolution as an ORDINARY
Ordinary Business RESOLUTION:
1. To receive, consider and adopt “RESOLVED THAT pursuant to Section 149,152 read with
Schedule IV and other applicable provision, if any, of the
a. The Audited Standalone Financial Statements of the
Companies Act 2013 read with Companies (Appointment
Company for the Financial Year 2017-18, together with
and Qualification of Directors) Rules, 2014 (including
Report of the Auditors and Directors thereon.
any statutory modification or re-enactment made
b. The Audited Consolidated Financial Statements of the thereto for the time being in force), Mr. PANKAJ DUHAN
Company for the Financial Year 2017-18, together with (DIN 08093989), who was appointed as an Additional
Report of the Auditors thereon. Director in the Board Meeting held on 9th April 2018
and whose tenure of office will expires at ensuing Annual
2. To declare Final Dividend of K 0.50 per Equity Shares General Meeting, and in respect of whom the Company has
(i.e. 10% on Paid up Value of K 5/- each) for the Financial received a notice of candidature in writing under Section
Year 2017-18. 160 from a Director himself ,be and is hereby appointed as
Independent Director of the Company not liable to retire by
3. To appoint a Director in place of Mr. Madhu Bhushan rotation to hold office for a term of 5 years with effect from
Khurana (DIN : 00172770), who retires by rotation and 09th April, 2018 upto 08 April, 2023”
being eligible, offers himself for re-appointment.
6. Alteration of Article of Association of the Company
4. To Re-appoint Statutory Auditors
To consider and if thought fit, to pass, with or without
To consider and, if thought fit, to pass with or without modification (s) the following resolution as a SPECIAL
modification(s), the following resolution as an Ordinary RESOLUTION:
Resolution: -
“RESOLVED THAT pursuant to the provisions of Section 14
“RESOLVED THAT pursuant to the provisions of Section and other applicable provisions, if any, of the Companies
139, 142 and other applicable provisions, if any, of the Act, 2013 and the rules framed thereunder, Consent of
Companies Act, 2013 and the Companies (Audit & Auditors) the Company be and is hereby obtained for the deletion
Rules, 2014 (including any statutory modification or of existing of Clause 194 of the Article of Association of
re-enactment made thereto for the time being in force) on the Company and insertion of following new Clause 194 of
the recommendation of Audit Committee M/s. Rajan Chhabra the Article of Association of the Company in substitution
& Co., Chartered Accountants (FRN.009520N) who were thereto-
appointed as the Statutory Auditors of the Company in casual
vacancy till the date of this Annual General Meeting , be and is “194. Managing Director is liable to retire by rotation
hereby re-appointed as Statutory Auditors of the Company
to hold the office from the conclusion of 36th Annual Subject to the resolution passed by the shareholders,
General Meeting of the Company (AGM) until the Conclusion a Managing Director or Joint Managing Director may
of 41th Annual General Meeting of the Company (AGM) and also, while he continues to hold that office, be subject to
the Board of Directors be and is hereby authorized to fix retirement by rotation but he shall, as per the terms of any
their remuneration as may be recommended by the Audit contract between him and the Company, be subject to the
Committee in consultation with the Auditors” same provisions as to resignation and removal as applicable
NOTE
1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED from the date of declaration, to the members whose names
TO APPOINT ONE OR MORE PROXIES, TO ATTEND AND VOTE appear in the register of members as on the Record Date i.e.
INSTEAD OF HIMSELF AND THAT A PROXY NEED NOT BE A 28th September 2018.
MEMBER.
9. Brief profile & other details of the director proposed to be
PURSUANT TO PROVISIONS OF SECTION 105 OF THE appointed, as required under Secretarial Standards (SS-
COMPANIES ACT, 2013 AND RULES MADE THERE UNDER, A 2) issued by the Institute of Company Secretaries of India
PERSON CAN ACT AS PROXY ON BEHALF OF MEMBERS NOT and approved by the Central Government, is annexed in
EXCEEDING FIFTY (50) AND HOLDING IN THE AGGREGATE Annexure- A to the Notice.
NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE
10. Members are requested to notify all the changes, if any, in
CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS.
their addresses/particulars to the Company.
A MEMBER HOLDING MORE THAN TEN PERCENT OF THE
11. Members desiring any information/clarification on the
TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING
accounts are requested to write to the Company at least 10
RIGHTS MAY APPOINT A SINGLE PERSON AS PROXY AND
days in advance, so as to enable the management to keep
SUCH PERSON SHALL NOT ACT AS A PROXY FOR ANY OTHER
the information ready at the Annual General Meeting.
PERSON OR SHAREHOLDER. THE HOLDER OF PROXY SHALL
PROVE HIS/HER IDENTITY AT THE TIME OF ATTENDING THE 12. All relevant documents referred to in the Notice will be
MEETING. available for inspection at the Company’s registered office
during business hours on working days upto the date of
2. Attendance slip and Proxy Form attached herewith forming
AGM.
part of Notice.
13. Attention of the members is drawn to the provisions of
3. The enclosed proxy form, duly completed, stamped and
Section 124(6) of the Act which require a company to
signed, must reach at the Registered Office not later than
transfer in the name of Investor Education and Protection
48 hours before the scheduled time of the Meeting.
Fund (IEPF) Authority all shares in respect of which dividend
4. During the period beginning 24 hours before the time fixed has not been claimed for 7 (seven) consecutive years or
for the commencement of the meeting and ending with the more.
conclusion of the meeting, members entitled to vote would
14. In accordance with the aforesaid provisions of the Act read
be entitled to inspect the proxies lodged, at any time during
with the Investor Education and Protection Fund Authority
the business hours of the company, provided not less than
(Accounting, Audit, Transfer and Refund) Rules, 2016, as
three days’ notice in writing is given to the Company.
amended, the Company has initiated necessary actions for
5. Corporate Members intending to send their authorized transfer of the shares in respect of which dividend declared
representative to attend the meeting are requested to has not been claimed by the members for 7 (seven)
send a certified copy of the Board Resolution authorizing consecutive years or more. Members are advised to visit the
their representative to attend and vote on their behalf at web-link: http://www.studds.com/Home/InvestorRelation#
the meeting in terms of Section 113 of the Companies Act, to ascertain details of shares liable for transfer to the IEPF
2013. Authority.
6. The relevant Explanatory Statements pursuant to Section 15. The Register of Directors and Key Managerial Personnel
102 of the Companies Act, 2013 in respect of Item No. 5 as and their shareholding maintained under Section 170
set out above is appended herein below. of the Companies Act, 2013, Register of Contracts or
Arrangements in which Directors are interested under
7. The voting rights of the shareholders/beneficial owners shall Section 189 of the Companies Act, 2013, Register of
be reckoned on the equity shares held by them as at close of Member and any other register, or documents required by
business hours on the Record Date i.e. 21st September 2018. law, will be made available for inspection by Members of the
Company at the venue of the meeting.
8. The Final Dividend of H 0.50/- per equity share, i.e.@ 10%
on the paid-up share capital, for the year 2017-18, as 16. Route Map showing directions to reach to the venue of the
recommended by the Board of Directors, if declared at the 36th AGM along with prominent land mark is given at the
meeting, will be paid within a period of 30 (thirty) days end of the Notice.
Item No. 5
Based on the recommendations of the Nomination and Mr. Pankaj Duhan is interested in the Ordinary Resolution set out
Remuneration Committee, the Board of Directors of the at Item No. 5 with respect to his appointment. The relative(s) of
Company had appointed Mr. Pankaj Duhan (DIN: 08093989 ) Mr. Pankaj Duhan may be deemed to be interested in the said
as an Additional Director to be designated as an Independent Resolution to the extent of their shareholding interest, if any, in
Director of the Company, with effect from 09th April, 2018, the Company.
pursuant to the provisions of Section 149, 161(1) of the Act and
the Articles of Association of the Company. None of Director or Key Managerial Person of the Company or
their Relative is in any way concerned or interested in the said
Mr. Pankaj Duhan who fulfill the criterion of Independent Resolution.
Director and his tenure of office expires at the ensuing Annual
General Meeting pursuant to Section 161 of the Companies Act, The Board recommends the Ordinary Resolution set out at Item
2013 and Company has received a notice for candidature from No. 5 to the Notice.
Director himself for the office of Director of the Company under
the provisions of Section 160 of the Companies Act, 2013. Item No. 6
Further, The Board of Directors of the Company recommends the In order to have optimum number of Rotational Directors
Regularisation of the appointment of Mr. PANKAJ DUHAN (DIN in the Company in conformity to the requirements of the
08093989) as an Independent Director of the Company, and is Companies Act, 2013, Clause 194 of the Articles of Association
of the opinion that Mr. PANKAJ DUHAN fulfills the conditions of the Company must be amended. In terms of Section 14 of the
specified in the Act & Rules made there under to be eligible to be Companies Act, 2013, alteration of the Articles of Association can
appointed as Director of the Company. be effective only by passing a Special resolution and accordingly,
consent of the members is sought for passing Special resolution
The Company has received from MR. PANKAJ DUHAN, consent
as set out at Item No. 6 of the Notice for alteration of Articles of
in writing to act as Director in Form DIR-2 pursuant to Rule 8
Association of the Company. A draft of the amended Articles of
of the Companies (Appointment & Qualification of Directors)
Association will be available for inspection by the members at
Rules, 2014; intimation in Form DIR-8 in terms of the Companies
the Registered Office of the Company between 11.00 a.m. to
(Appointment & Qualification of Directors) Rules, 2014 to the
01.00 p.m. up to the date of Meeting of the Company.
effect that he is not disqualified under Section 164 (2) along
with the request disclosure as required under Section 149 of the None of the Directors, Key Managerial Personnel of the Company
Companies Act, 2013. and their relatives is concerned or interested, financially or
otherwise, in the resolution set out at Item No. 6 of the notice.
A Copy of draft letter of appointment of Mr. Pankaj Duhan
setting out the terms and conditions of appointment is available The Board recommends special resolution set out at Item No. 6
for inspection by the members at the registered office of the of the Notice for approval by the members.
Company.
Annexure- A
DETAILS OF DIRECTOR(S) SEEKING APPOINTMENT / RE-APPOINTMENT AT ANNUAL GENERAL MEETING
R
OVE
M FLY
NEELA
TOWARDS
AGRA
ATTENDANCE SLIP
I hereby record my presence at the 36th Annual General Meeting (AGM) of the Company held on Friday, 28th September, 2018 at
4:00 P.M. Hotel Delight Grand, A-5/B, Neelam Bata Road, Faridabad-121001, Haryana, India.
Note:
1. Please complete the Folio/DPID – Client ID No., Name and address, sign the Attendance slip and hand it over at the entrance of
the Meeting Hall. Joint member may obtain additional Attendance Slip at the venue of the meeting.
2. Physical copy of Notice of the AGM along with Attendance Slip and proxy form is sent in the permitted mode(s) to all member
PROXY FORM
(Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules,
2014)
Registered address:-----------------------------------------------------------------------------------------------------------------------------
I/We being the Member(s) of STUDDS ACCESSORIES LIMITED holding ---------------------------------------------- share here by appoint
1) Name:----------------------------------------------address-------------------------------------------------------------------------------------------
2) Name:----------------------------------------------address-------------------------------------------------------------------------------------------
3) Name:----------------------------------------------address-------------------------------------------------------------------------------------------
as my/our Proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 36th Annual General Meeting of members
of the Company to be held on Friday 28th September 2018 at 4:00 P.M. Time at Hotel Delight Grand, A-5/B, Neelam Bata Road,
Faridabad-121001, Haryana, India and at any adjournment thereof in respect of such resolutions as are indicated below:
**I wish my above Proxy to vote in the manner as indicated in the box below:
Affix
Signed this ………………….day of……………2018.
Revenue
Signature of the shareholder stamp
Signature of First Proxy holder Signature of Second Proxy holder Signature of Third Proxy holder
Notes:
(1) This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not
less than 48 hours before the commencement of the meeting.
(3) Pursuant to the provisions of Section 105 of Companies Act, 2013, a person can act as a proxy on behalf of members not
exceeding fifty and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights.
A member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person
as proxy and such person shall not act as a proxy for any other person or shareholder.
(4) This is only optional. Please put a ‘X’ in the appropriate column against the resolutions indicated in the Box. If you leave the ‘For’
or ‘Against’ column blank against any or all there solutions, your Proxy will been titled to vote in the manner as he/she thinks
appropriate.
(5) Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes.
(6) In the case of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders should be stated.
Some information in this report may contain forward-looking statements which include statements regarding
Company’s expected financial position and results of operations, business plans and prospects etc. and are generally
identified by forward-looking words such as “believe,” “plan,” “anticipate,” “continue,” “estimate,” “expect,” “may,”
“will” or other similar words. Forward-looking statements are dependent on assumptions or basis underlying such
statements. We have chosen these assumptions or basis in good faith, and we believe that they are reasonable in all
material respects. However, we caution that actual results, performances or achievements could differ materially from
those expressed or implied in such forward-looking statements. We undertake no obligation to update or revise any
forward-looking statement, whether as a result of new information, future events, or otherwise.
Corporate Identification No.: U25208HR1983PLC015135
Regd. Office: 23/7, Mathura Road, Ballabgarh,
Faridabad-121004, Haryana, India Tel.: 0129-4296500
Email: Secretarial@studds.com / Website: www.studds.com